hokuto ken no wallpaper
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hokuto ken no wallpaper
|| DETERMINATION || Annual Report 2010 SEGA SAMMY HOLDINGS || INFORMATION || Basic information about the SEGA SAMMY Group How to Reach Us Our History About Us Structure of the Pachinko and Pachislot Machine Market Market Conditions of the Group’s Business Segments Market Data I N F OR M AT IO N The SEGA SAMMY Group uses various communication tools to facilitate interactive communication with shareholders, investors, and a wide range of other stakeholders. This section explains the functions of our communication tools. How to reach us Annual Report 2010 Investor Relations Web Site In order to better understanding among shareholders and investors, Annual On the investor relations (IR) page of the SEGA SAMMY HOLDINGS Report 2010 includes multifaceted information about the SEGA SAMMY web site, we post comprehensive, reliable information for sharehold- Group’s business lines, business conditions, and business results. We have ers and investors promptly. This includes timely disclosures as well as included an index below so that readers can access information easily. financial settlement figures in Excel format. For individual investors, the “Individual Investors” section and other sections provide an easy- 1 to-follow introduction to the Group’s business lines. Further, we have Those less familiar with the SEGA SAMMY Group’s business lines and business conditions, start here. Overview of Business Lines INFORMATION p. 2–3 established a mobile IR web site accessible from mobile phones. The official SEGA SAMMY HOLDINGS web site http://www.segasammy.com/ About Us The Market Conditions of the SEGA SAMMY Group u INFORMATION p. 4–13 Structure of the Pachinko and Pachislot Machine Market, Market Conditions of the Group’s Business Segments, Market Data The Market Position of the SEGA SAMMY Group DETERMINATION p. 28–29 2 Timely disclosures Financial settlement figures (Excel format) Information for individual investors IR tools Inquiries Bird’s Eye View The IR page of the SEGA SAMMY HOLDINGS web site http://www.segasammy.co.jp/english/ir/ T hose more familiar with the SEGA SAMMY Group, start here. Fiscal 2010 Summary DETERMINATION p.10–13 Consolidated Financial Highlights, Discussion with Management The Group’s CSR Report Business Strategies DETERMINATION p.12–23 This report, Annual Report 2010, touches Discussion with Management on some of the Group’s corporate social re- Fiscal 2010 Business Initiatives sponsibility (CSR) activities in the Corporate DETERMINATION p. 30–39 Social Responsibility section on pages 46 Overview by Business Segment through 48. A broader and more detailed Corporate Governance and CSR Activities picture of these activities is available in the DETERMINATION p. 40–48 SEGA SAMMY Group CSR Report 2010. Corporate Governance, Corporate Social Responsibility Detailed Financial Information DETERMINATION p. 49–94 Financial Section SEGA SAMMY Group CSR Report 2010 I N F OR M AT IO N Our history 1950 1951 Founded 1960 1960Incorporated (Company name: Nihon Goraku Bussan Co., Ltd.) 1964Started production of amusement arcade machines. 1965 Started operation of amusement centers. Changed company name to SEGA ENTERPRISES LTD. 1970 UFO Catcher 1975 Established Sammy Industry Co., Ltd. 1978 Began game machine development. 1980 1983Launched SG-1000 8-bit home video game platform. 1982Began sales and marketing of pachislot machines. 1985Launched Hang On, the world’s first force feedback game. Launched UFO Catcher. 1986Registered stock on over-the-counter (OTC) market. 1988Listed stock on the second section of Tokyo Stock Exchange. Launched Mega Drive16-bit home video game platform. 1989Began sales of Aladdin single-bonus hitter pachislot machine. 1990 1990Listed stock on the first section of Tokyo Stock Exchange. Launched R-360, the world’s first amusement arcade machine that could rotate 360 degrees in all directions. 1990Began development and sales of game software. 1991Launched first title in the Sonic the Hedgehog series. 1991 Moved head office to Toshima-ku, Tokyo. Aladdin pachislot machine © Sammy 1993Launched Virtua Fighter, the world’s first amusement arcade 3D computer graphics fighting game. 1994Launched SEGA Saturn 32-bit home video game platform. 1995 Began sales of pachinko machines. 1995 Launched Print Club with ATLUS Co., Ltd. 1997Changed company name to Sammy Corporation. 1996Opened TOKYO JOYPOLIS rooftop theme park in Tokyo’s Odaiba area. 2000 1998 Launched Dreamcast home video game platform. 1999 Registered stock on OTC market. Launched GeGeGe No Kitaro, the first pachislot machine equipped with an LCD. 2000Changed company name to SEGA CORPORATION. 2000Made RODEO Co., Ltd. (formerly Barcrest Co., Ltd.), a subsidiary. Sonic the Hedgehog © SEGA 2001Listed stock on the first section of Tokyo Stock Exchange. Completed Kawagoe Factory. 2003Launched The King of Beetles “MUSHIKING”, the world’s first kids’ card game. 2003Launched Hokuto No Ken pachislot machine, which set a new record for unit sales. Hokuto No Ken pachislot machine © Buronson & Tetsuo Hara © Sammy 2004 Establishment of SEGA SAMMY HOLDINGS INC. 2005 Acquired all outstanding shares of The Creative Assembly Ltd. (SEGA). 2006 Made SPORTS INTERACTIVE Ltd. a wholly owned subsidiary (SEGA). Entered strategic business alliance with Sanrio Company, Ltd. (SEGA SAMMY HOLDINGS). 2007 Made TAIYO ELEC Co., Ltd., a subsidiary (Sammy). 2008Reached agreement with Sanrio Company, Ltd., to jointly develop new characters (SEGA SAMMY HOLDINGS). 2009 Made GINZA CORPORATION a subsidiary (Sammy). Established SEGA SAMMY VISUAL ENTERTAINMENT INC.* (SEGA SAMMY HOLDINGS). Established Bakugan Limited Liability Partnership (Bakugan LLP) (SEGA SAMMY HOLDINGS and Group companies). * Currently MARZA ANIMATION PLANET INC. SEGA SAMMY HOLDINGS ANNUAL REPORT 2010 I N F OR M AT IO N About us The SEGA SAMMY Group is a comprehensive entertainment company encompassing businesses throughout the entertainment field. These include the Pachinko and Pachislot Machine Business segment, the Amusement Machine Sales Business segment, the Amusement Center Operations segment, and the Consumer Business segment, which is engaged in the plan, production and sale of home video game software, toys, network games for mobile phones and PCs, and animation. In Japan and overseas, we provide highly original entertainment to a wide range of age groups, from kids to adults. At the same time, through the mutual use of content and management resources within the Group, SEGA SAMMY creates synergies and pioneers businesses in new areas of the entertainment field. HATSUNE MIKU Project DIVA Arcade © SEGA © Crypton Future Media, Inc. VOCALOID is a trademark or a registered trademark of Yamaha Corporation, Japan. Hatsune Miku is a computer software by singing synthesis. Pachislot Psalms of Planets Eureka Seven © 2005 BONES / Project EUREKA • MBS © Sammy © 2009 NBGI Pachinko and Pachislot Machine Business Amusement Machine Sales Business Amusement Center Operations The main pillar of the Group’s earnings, this By launching a series of mold-breaking products, chine Sales Business segment gives this business business segment comprises the pachinko ma- this business segment has helped drive mar- segment the advantage of being able to offer a chine business and the pachislot machine busi- ket development. As well as having particular lineup of in-house products that meets diverse ness. Entering the market in 1982, the pachislot strength in network-enabled game machines and user needs. Moreover, as a point of contact with machine business established an industry- other high-value-added products, the business users, the business segment collects precise leading position by introducing products with segment has an extensive product lineup that ca- market feedback, which the Group draws on innovative gameplay. We made our foray into ters to diverse user needs. Also, the Amusement when developing amusement arcade machines. the pachinko machine market in 1995 and have Machine Sales Business segment is introducing Currently, the business segment is improving been building our presence steadily ever since a new revenue-sharing business model that is profitability by closing amusement centers with by boosting development capabilities. invigorating the amusement market. inadequate profitability or potential. Net Sales/Operating Income Net Sales/Operating Income Billions of yen Billions of yen Billions of yen Close collaboration with the Amusement Ma- Net Sales/Operating Loss Billions of yen Billions of yen Billions of yen 200 40 80 12 100 10 150 30 60 9 50 5 100 20 40 6 0 0 50 10 20 3 –50 –5 0 0 0 –100 0 08 ■ Net sales (left) TOKYO JOYPOLIS 09 Operating income (right) 10 FY 08 ■ Net sales (left) 09 Operating income (right) 10 FY 08 ■ Net sales (left) 09 Operating loss (right) 10 –10 FY Net Sales by Business Segment Operating Income (Loss) by Business Segment * ¥384.6 billion ■ Pachinko and Pachislot Machine Business ■ Amusement Machine Sales Business ■ Amusement Center Operations ¥2.8 billion 0.7% ¥121.5 billion 31.6% ¥54.7 billion 14.2% ¥45.1 billion 11.7% ¥160.3 billion 41.7% ¥36.7 billion ¥6.3 billion 15.1% ¥7.0 billion 16.7% ¥ 29.5 billion 70.6% ¥0.3 billion ¥–1.3 billion ¥–5.2 billion 0.7% –3.1% ■ Consumer Business ■ Other businesses ■ Corporate and eliminations * Composition of operating income (loss) by business segment is net of corporate and elimination. © SEGA 0 0 BAKUGAN © SEGA TOYS / SPIN MASTER / BAKUGAN 2 PROJECT • TX ANPANMAN © Takashi Yanase / ANPANMAN Project Consumer Business Home video game software The originator of Toys SEGA TOYS CO., LTD., is responsible for Animation TMS ENTERTAINMENT, LTD., many famous titles such as the Sonic series, the Group’s toys business. As well as offering is engaged in the production of numerous SEGA enjoys one of the highest levels of over- such perennial favorites as Anpanman toys, high-quality works of animation in Japan seas unit sales among Japan’s software publish- this business is opening up new markets by and overseas. The company also sells the ers. The Consumer Business segment is further launching edutainment toys and products roughly 9,000 episodes of animation that it improving its competitiveness and earning for adults. And, the company markets a large owns to terrestrial and satellite television broad- power by enhancing the quality of its titles and number of toys featuring SEGA SAMMY Group casters. Furthermore, using characters from increasing development efficiency through re- content. BAKUGAN, a toy jointly developed by these animation series, it grants product com- ductions in its number of titles, R&D expenses, SEGA TOYS and Canadian manufacturer Spin mercialization rights and videogram licenses. and content production expenses. Master Ltd. accounts for related product sales Networks Business SEGA and Sammy and animation broadcasts in approximately NetWorks Co., Ltd., provide game content for 120 countries. mobile phones and PCs in this business, which is posting solid business results. Our networks business is strengthening profitability through Net Sales/Operating Income (Loss) Billions of yen Billions of yen 160 8 80 4 0 0 –80 –4 the introduction of pay-per-use while building its earnings platform by providing new services that extend its customer group. –160 08 ■ Net sales (left) 09 10 –8 FY Operating income (loss) (right) SEGA SAMMY HOLDINGS ANNUAL REPORT 2010 I N F OR M AT IO N Structure of the Pachinko and Pachislot Machine Market In order to better understanding of the conditions that the Group faces in the pachinko and pachislot machine market, this section explains the market’s highly distinctive structure. Pachinko & Pachislot Shares of Pachinko and Pachislot in Japan’s Leisure Market Japan’s Leisure Market1 ¥69.5 trillion Pachinko CR SOUTEN-NO-KEN © 2001 Buronson & Tetsuo Hara © Approved No. SAG-309 © Sammy Games / Publicly Operated Sports / Eating and Drinking ¥24.7trillion 35.5% Pachinko and Pachislot 2 ¥21.1trillion 30.4% Hobbies ¥10.2trillion 14.7% Tourism ¥9.4trillion 13.5% Sports ¥4.1trillion 5.9% Source: White Paper on Leisure Industry 2010, Japan Productivity Center 1 2009. 2 Total amounts of hall ball and token rentals Pachislot Psalms of Planets Eureka Seven © 2005 BONES / Project EUREKA • MBS © Sammy © 2009 NBGI About Pachinko and Pachislot Pachinko machines trace their origins to bagatelle boards, imported to Japan almost a century ago, in the 1920s. In the 1930s, these evolved into vertically positioned boards studded with numerous pins. By manipulating a handle, players mechanically fire steel pachinko balls with diameters of about 11 mm onto the board. When the balls fall into the tulip-shaped devices or the jackpot mouth, additional pachinko balls are won from the jackpot. Meanwhile, the roots of pachislot are said to be slot machines brought from the United States after the end of the Second World War. The 1960s saw the emergence of modified slot machines Pachinko and Pachislot Machine Market Scale* requiring a certain level of playing skill because they incorporated buttons that allowed players to stop the reels spinning. Subsequently, these machines were upgraded to the current box-cabinets and spread to pachinko halls throughout Japan. The functions and gameplay of pachinko and pachislot machines have continued to evolve, creating a uniquely Japanese form of entertainment. Today, machines continue to entertain fans ¥1,204.8 billion through varied, dynamic staging based on liquid crystal displays (LCDs) and a range of other electronic components. Market Size Pachinko machines ¥978.9 billion Pachislot machines ¥225.8 billion Source: Yano Research Institute Ltd. * Fiscal 2009 (settlement dates from July to June) In Japan, the pachinko and pachislot machine market is huge. Comprising the ball rental fees and token rental fees that pachinko halls charge players, it accounts for revenues of ¥21.1 trillion1, or about 30.4% of the leisure market. Further, sales in the pachinko and pachislot machine market are worth about ¥1.2 trillion2. The evolution of this market is extending the boundaries of the pachinko and pachislot machine industry to include new industries. For example, the increasing use of advanced technologies for pachinko and pachislot machines is strengthening ties with manufacturers of LCDs, light-emitting diodes, sensors, and other components. Similarly, the growing automation of pachinko halls is supporting an industry that produces peripheral equipment for pachinko and pachislot machines. 1 2009. Source: White Paper on Leisure Industry 2010, Japan Productivity Center 2 2009. Source: Yano Research Institute Ltd. Competitive Conditions of the Pachinko and Pachislot Machine Market There are 32 pachinko machine manufacturers3 and 71 pachislot machine manufacturers4 participating in the market. Realizing hit products is vital. As a result, manufacturers’ shares of the market fluctuate significantly depending on whether or not they have hit titles. Recent years have seen an increasingly marked trend toward manufacturers with brands or machines that promise high utilization rates claiming the lion’s share of orders. Consequently, the leading companies have become firmly entrenched and as a group dominate a growing share of the market. 3 As of March. 31, 2010. Member companies of Nikkoso, a pachinko machine manufacturers’ industry association 4 As of June 30, 2010. Member companies of pachislot manufacturing network Overview of the Regulatory Environment Approval Process for Pachinko and Pachislot Machines 1. Application for prototype testing Before they launch a pachinko or pachislot machine, manufacturers are re- prototype testing 3. Application for prototype testing Establishments Control Law. First, manufacturers must file an application for Public Safety Commission in Each Prefecture 4. Issuance of certification of prototype testing with the Security Electronics and Communications Technology Association. They must acquire certification that such elements as materi- Security Electronics and Communications Technology Association 2. Issuance of certification for quired to navigate an approval process in accordance with the Entertainment prototype testing Pachinko and Pachislot Machine Manufacturers als, functions, and gameplay are in conformance with the requirements of the 5. Contract/Delivery 8. Commencement of operations Pachinko Halls Entertainment Establishments Control Law. Then, the machines are verified by 6. Application for approval the Public Safety Commission in each prefecture. Only then can they be sold 7. Approval District Police Station and supplied to pachinko halls. Before using machines in operations, pachinko halls must acquire approval from district police stations. Cyclical Changes in Market Conditions Due to Regulatory Revision The Entertainment Establishments Control Law and the internal regulations Cyclically Changing Market Conditions Thousands of units 5,000 2004 regulatory revision 1996 regulatory revision of industry bodies have been frequently revised with a view to the sound development of the pachinko and pachislot machine industry. These changes Shrinking of the pachinko machine market 4,000 Pachinko machine market recovers in regulations and internal regulations, and pachinko and pachislot machine manufacturers’ innovations in response to them, have driven cyclical changes 3,000 in market conditions. In the 1990s, changes in regulations and internal regulations aimed at controlling excessive gambling elements caused a sudden Pachislot machine market decelerates dramatically 2,000 slump in the pachinko machine market. On the other hand, these changes triggered rapid expansion of the pachislot machine market. More recently, Triggers expansion of the pachislot machine market 1,000 July 2004 saw the enforcement of a revision of regulations pertaining to the Entertainment Establishments Control Law (2004 regulatory revision), which initiated major changes that continue to affect market conditions. 0 94 95 96 97 ■ Pachinko machine unit sales F or further details, please see “Market Conditions of the Group’s Business Segments” on pages 6 and 7. 98 99 00 01 02 03 04 05 06 07 08 09 Fiscal years (based on the settlement periods of respective fiscal years) ■ Pachislot machines unit sales Source: Yano Research Institute Ltd. Fiscal years (settlement dates from July to June) SEGA SAMMY HOLDINGS ANNUAL REPORT 2010 I N F OR M AT IO N Market Conditions of the Group’s Business Segments The Market Pachinko and Pachislot Machine Market Long-Term Trends−from the 1990s to 2005 After peaking in the mid-1990s, the pachinko and pachislot machine market Pachinko and Pachislot−Player Numbers and Market Size Thousands Trillions of yen 25,000 50 20,000 40 15,000 30 10,000 20 5,000 10 contracted. This trend was attributable to casual players leaving the market because an increasing number of machines featured more complicated gameplay or strong gambling elements. Fiercer competition among pachinko halls trying to attract a dwindling number of users resulted in a shakeout of small pachinko halls, and the number of halls continued to decrease. In a bid to secure users, pachinko halls frequently introduced new ma- chines. Therefore, unit sales of pachinko and pachislot machines remained 0 solid. In addition, the prices of machines rose as they began to include such high-value-added features as larger LCDs. Consequently, the pachinko and pachislot machine market generated higher revenue levels. The turning point in market conditions came in 2006 due to the 2004 regulatory revision. 98 99 00 01 02 03 04 05 06 07 08 1. From 2006 to Mid-2009 0 CY ■ Number of pachinko and pachislot players (left) Pachinko and pachislot machine market size (right) Source: White Paper on Leisure Industry 2010, Japan Productivity Center Pachinko and Pachislot Machines−Unit Sales and Market Size Thousands of units Following the July 2004 Regulatory Revision 09 Billions of yen 5,000 1,000 4,000 800 3,000 600 2,000 400 1,000 200 The 2004 regulatory revision extended the scope of gameplay, giving the pachinko machine market a new lease of life. These favorable market conditions continued until mid-2009. Meanwhile, the 2004 regulatory revision narrowed the scope of game- play for pachislot machines, thereby lowering their gambling elements. During the three-year interim measures period in which the sale of pachinko and pachislot machines compliant with the previous regulations was permitted, the 2004 regulatory revision did not significantly affect the pachislot machine market. However, the interim measures period ended in the fall of 2007. As pachinko halls began introducing pachislot machines compliant with the new regulations in stages, pachislot users left the market in growing numbers due to the difference in gameplay. During the same period, pachinko halls’ financial positions worsened 0 98 99 00 01 02 03 04 05 06 07 08 09 0 Fiscal years (settlement dates from July to June) ■ Pachinko machine unit sales (left) ■ Pachislot machine unit sales (left) ━ Pachinko machine market size (right) ━ Pachislot machine market size (right) Source: Yano Research Institute Ltd. Pachinko and Pachislot Installations Thousands of units 5,000 4,000 primarily because there were fewer users, and they were spending less on pachinko and pachislot per year. As well as further steepening the decline in pachinko hall numbers, the effect of this deterioration was passed on to pachinko and pachislot machine manufacturers. 3,000 2,000 1,000 As the decline in annual turnover * shows, the trend toward less frequent replacement of mainly pachislot machines became more pronounced as pachinko hall operators curbed capital investment. 0 98 99 00 ■ Pachinko machine installations ■ Pachislot machine installations Source: National Police Agency 01 02 03 04 05 06 07 08 09 Fiscal years (settlement dates from July to June) Because it took time for manufacturers to develop pachislot machines that captivated users, pachinko machines increasingly replaced pachislot Annual Turnover * and Pachinko Hall Numbers Times Halls 2.0 20,000 1.5 15,000 1.0 10,000 0.5 5,000 machines. For pachinko machines, pachinko hall operators sought reliable returns on investments by introducing more machines with high utilization rates. As a result, orders concentrated on the leading manufacturers. * Annual turnover = Annual unit sales ÷ Machine installations. The number of times pachinko and pachislot machines are replaced each year. Following the July 2004 Regulatory Revision 2. Since Mid-2009 0 98 99 00 01 02 03 04 05 06 07 08 0 09 Fiscal years (settlement dates from July to June) From mid-2009, the favorable conditions in the pachinko machine market ■ Pachinko hall numbers (right) and the sluggishness in the pachislot machine market began to show signs ━ Pachislot machine annual turnover (left) of change. Sources: The Company has calculated annual turnover based on data from the National Police Agency ━ Pachinko machine annual turnover (left) * Annual turnover = Annual unit sales ÷ Machine installations and Yano Research Institute Ltd. Pachinko hall numbers are from National Police Agency. “Max-type” pachinko machines, which have a strong gambling ele- ment, began to account for an increasing share of pachinko machine installations from 2008. This began to push casual users out of the market. Aiming to counter this trend and broaden their user bases, pachinko hall Annual Spending by Users Yen 50,000 40,000 operators lowered ball rental fees and launched “one yen pachinko” marketing strategies. As of March 2010, pachinko machines covered by these marketing strategies accounted for roughly 20% of total pachinko machine 30,000 20,000 installations. Although the market strategies based on low ball rental fees have achieved a certain degree of success in widening user bases, the 10,000 resulting decrease in users’ average spending on pachinko machines has undermined the profitability of pachinko halls markedly. Further, business management aimed at achieving rapid return on investment in the face 0 99 00 01 02 03 04 05 06 07 08 09 Fiscal years (settlement dates from July to June) ━ Annual spending on pachinko by users ━ Annual spending on pachislot by users Source: Yano Research Institute Ltd. of pachinko halls’ worsening business results is causing users to leave the market and creating a vicious circle. As a result of these trends, the market for new pachinko machine installations, robust until the second half of 2009, has begun to slow. Gross Profit of Pachinko Hall Operators per Pachinko and Pachislot Machine * Yen 5,000 4,000 At the same time, the development efforts of manufacturers finally produced pachislot machines that satisfied market demand while remaining within the scope of current regulations. Consequently, the utilization 3,000 2,000 rate of pachislot machines bottomed out, and unit sales per pachislot machine increased. Moreover, a trend toward replacing pachinko machines with pachislot machines is providing a tailwind. Given theses 1,000 0 Jun. Jul. Aug. prolonged downturn. Sep. Oct. Nov. 2009 trends, the pachislot machine market is on the brink of emerging from its ━ Pachinko machines Dec. Jan. Feb. Mar. Apr. May Jun. 2010 ━ Pachislot machines * Per day industry average Source: Daikoku Denki Co., Ltd., DK-SIS data SEGA SAMMY HOLDINGS ANNUAL REPORT 2010 I N F OR M AT IO N The Market Amusement-Related Market (amusement arcade machines, amusement center operations) Changes in the Amusement Center Operations Market Due to Amusement Center Numbers and Market Size Sluggish Consumer Spending 800 12,000 600 9,000 400 6,000 200 3,000 Billions of yen Centers The amusement-related market comprises the amusement arcade machines market, generating revenues of about ¥190 billion*, and the amusement center operations market, accounting for roughly ¥570 billion* in revenues. Capital investment trends among amusement center operators directly affect the amusement arcade machines market. From fiscal 2002 to fiscal 2006, the amusement center operations mar- ket expanded continuously on the back of new types of gameplay, such as 0 02 kids’ card games, and stepped-up openings of family-oriented facilities in shopping centers. However, amusement center openings in shopping centers and success in attracting families became increasingly linked to consumer-spending trends. As a result, in fiscal 2007 the amusement center operations market began 03 04 05 06 07 08 0 FY ■ Revenues from amusement center operations (left) ━ Amusement center numbers (category 8 centers) (right) Sources: JAMMA, AOU, NSA, Amusement Industry Survey 2008 Revenues from Amusement Centers in Shopping Centers and Department Stores Billions of yen % contracting due to curbed consumption amid uncertainty in financial markets 300 60 as well as the industry’s failure to supply enough machines and services cater- 250 50 200 40 150 30 100 20 50 10 ing to potential user needs. This contraction continued in fiscal 2008. * Sources: JAMMA, AOU, NSA, Amusement Industry Survey 2008 Business Conditions Worsen Further Due to Sluggishness of Existing Amusement Centers and Deterioration of Fund-Raising Conditions In the amusement center operations market, existing amusement center revenues have continued to edge down year on year since fiscal 2004. Before this, the market as a whole had grown continuously. These tough business 0 02 03 04 05 06 07 08 0 FY ■ Revenues from amusement centers in shopping centers and department stores (left) ━ % of revenues from amusement center operations (right) Sources: JAMMA, AOU, NSA, Amusement Industry Survey 2008 conditions arose because companies did not develop enough new user groups. Exacerbating this overall market stagnation, amusement center operators face difficulties in raising funds for capital investment aimed at introducing new products and invigorating amusement centers due to worsening condi- Year-on-Year Comparison of Sales at Existing Amusement Centers and Annual Revenues per Amusement Center Thousands of yen % 35,000 110 30,000 105 25,000 100 20,000 95 15,000 90 10,000 85 5,000 80 tions in financial markets. The number of amusement centers has been in decline for many years. Previously, this trend mainly stemmed from the withdrawal of small amusement center operators. In recent years, however, major amusement center operators have begun closing unprofitable amusement centers. Demand for Large, High-End Products Softens Advancing in step with the amusement center operations market, the amusement arcade machine market grew for five consecutive years through fiscal 0 02 03 04 05 06 ■ Annual revenues per amusement center (left) ━ Year-on-year comparison of sales at existing amusement centers (right) Sources: JAMMA, AOU, NSA, Amusement Industry Survey 2008 07 08 0 FY 2006. The drivers of this growth included high-value-added products differentiated from home video game consoles, large medal games for large-scale Amusement Arcade Machine Sales * Billions of yen 250 amusement centers, and trading card games. However, the amusement arcade machine market began decreasing year on year from fiscal 2007 onward following declining amusement center revenues. In fiscal 2008, the scale of Japan’s 200 150 amusement arcade machine market decreased a significant 11% year on year. With revenues from amusement center operations having peaked, demand contraction is particularly conspicuous for the large, high-end products that used to drive the market. Further, revenues are declining because, rather than sales of amusement arcade machines themselves, sales of comparatively inexpensive software that upgrades amusement arcade machines are increasing. This lower 100 50 0 02 03 04 05 Sources: JAMMA, AOU, NSA, Amusement Industry Survey 2008 06 07 08 FY * Total domestic sales and exports demand for large, high-end amusement arcade machines with advanced functions clearly demonstrates amusement center operators’ diminished capacity to undertake capital investment. Collaboration between Amusement Center Operators and Machine Manufacturers is Key to Reactivating the Market Since fiscal 2009, economic conditions have been gradually improving. However, business conditions for amusement center operators remain tough. The recovery of the overall market depends on how far amusement center operators and amusement arcade machine manufacturers are able to collaborate. They must embark upon joint efforts to attract potential users by offering amusement arcade machines distinctive from home video game consoles or by providing services that tie in with home video game consoles. Another focus of collaborative efforts should be the introduction of systems that can reinvigorate amusement centers based on limited capital investment. In fact, efforts to invigorate amusement centers are already underway. For example, manufacturers are standardizing machine cabinets to enable amusement center operators to upgrade content flexibly as needed. Also, they are reducing development and equipment costs by introducing high-performance multipurpose computer graphics boards for amusement arcade machines. Further, manufacturers and amusement center operators are establishing new usage fees and rates. These include time charges that encourage a wider group of users to play amusement arcade machines or the setting of content fees at levels that facilitate the diversification of earnings sources. Other initiatives are building new revenue-sharing business models in which amusement center operators and manufacturers share the earnings from machine utilization. SEGA SAMMY HOLDINGS ANNUAL REPORT 2010 I N F OR M AT IO N The Market Home Video Game Software Market Growth Weakens in Home Video Game Software Market Worldwide Until 2008, the home video game software market trended toward expansion, which centered on North America and Europe. The spread of current-generation Home Video Game Software−Market Size in Main Regions Billions of yen 1,200 1,000 game platforms and the inclusion of families and other new users fueled this growth. In 2009, however, the market suffered a slowdown worldwide. Japan’s 800 market shrunk 1.8%* year on year. As for the former growth drivers, the industry 600 saw year-on-year decreases in market size of 7.8%* in Europe and 9.1% in North 400 America. The main reason for this loss of momentum was the slump in consumer 200 spending from fall 2008, which affected the home video game software industry 0 02 despite its reputation for being recession-proof. In addition, other factors are affecting today’s home video game software market, including expansion of the market ━ Japan 03 ━ Europe 04 05 06 07 08 09 CY ━ North America Source: Famitsu Game White Paper 2010 for used products, an increase in customers purchasing downloads, and the emergence of free video games. * Source: Famitsu Game White Paper 2010 Smartphone Penetration Worldwide Millions of units 600 New Game Platforms Emerge The advance of such new game platforms as smartphones and social network 500 services (SNS) is beginning to have a significant affect on market trends. 400 300 As smartphones spread rapidly, the application software market catering to them is becoming increasingly important. With the marketing of tablet mobile terminals in 2010, the application software market is set to grow even further. 200 100 Similarly, the expansion of the content market for large-membership SNS is gathering speed. In response to these shifting conditions, home video game software manu- facturers are attempting to enter new markets and develop new products by taking into consideration such aspects as user interfaces or operability, user groups, and where games are played−a set of considerations completely different from the requirements for existing game platforms. Evolving Game Platforms Call for Technological Innovations In 2009, the home video game software market for current-generation platforms contracted year on year. Due to slumping consumer spending, this market continued to decelerate in 2010. On the other hand, 3D technology, new controllers, and other technological innovations promise to reignite the home video game software market. While new game platforms are attracting infrequent users mainly based on “casual” game content, game content for current-generation platforms is catering to the increasingly sophisticated needs of core video game fans. As the industry enters an uncharted competitive territory, only manufacturers that can painstakingly design products and services to suit ever more diverse user needs will survive. 10 0 05 06 Sources: f-ism, Screen Digest 07 08 09 10 11 12 13 Estimated Estimated Estimated Estimated CY Toy, Network Content, and Animation Markets Toy Market−Marketing Targeting Broader Groups Intensifies In fiscal 2009, Japan’s toy market, excluding home video game platforms and software, declined 3.7% year on year, to ¥313.1 billion*, reflecting increasingly conservative, thrifty consumer sentiment and falling birth rates. Despite this decline, card games and other toys for boys and edutainment toys posted robust sales. Toys−Market Size in Japan (excluding home video game software and platforms) Billions of yen % 400 105 300 100 200 95 100 90 In recent years, initiatives by manufacturers to expand the toy market have typically involved developing and marketing products aimed at groups other than children. For example, manufacturers have opened up new markets based on hobby toys that parents and children can enjoy and toys that promote the well-being of senior citizens. * Source: Yano Research Institute Ltd. 0 04 05 06 07 08 09 0 Estimated FY ■ Size of Japan’s toy market (left) ━ Year on year (right) Source: Yano Research Institute Ltd. * Shipment basis Network Content Market−New Earnings Models Take Shape In Japan, there were more than 110 million mobile phone subscriptions as Content for Mobile Phones−Market Size* in Japan Billions of yen of March 31, 2010. Of these, 96.4%* were for mobile phones with Internet 700 connectivity. Recently, mobile Internet users have increased and content has 600 become more varied and rich due to networks with wider bandwidths and 500 higher speeds and the popularization of flat-rate plans. 400 300 The market for online games for PCs continues to grow centered on role- playing games with numerous participants. In particular, recent years have 200 seen a surge in the momentum of this growth with the emergence of Inter- 100 net games users can play casually via Internet browsers and social games linked with SNS. In conjunction with these trends, new business models are emerging such as charging by item or pay-per-use systems. 0 04 05 06 07 08 09 Source: Digital Content White Paper 2010 CY * Estimated market size * Ministry of Internal Affairs and Communications Visual Content−Market Size * in Japan Animation Market−Computer-Graphics (CG) and 3D Animation Emerge as New Markets After peaking in 2006, the number of animation series broadcast on television decreased. Very recently, this downward trend has begun to flatten Billions of yen 700 600 500 400 out. Diversified broadcasting, in terms of TV stations, broadcast days, and broadcast times, has become established and caters to the preferences of a range of different viewers. There has been a pronounced trend toward some animation works that were originally in video format becoming hits after showing at movie theaters. Other animation works are seeing steady sales growth due to demand for high-quality products from core fans. Further, the 300 200 100 0 04 05 06 Source: Digital Content White Paper 2010 07 08 09 CY * Estimated market size evolution of technologies for CGI animation as well as 3D-compatible animation are attracting interest as keys to fresh growth in the animation market. SEGA SAMMY HOLDINGS ANNUAL REPORT 2010 11 I N F OR M AT IO N Market Data The Market Number of Pachinko Halls Number of halls 2005 2006 2007 2008 2009 Number of pachinko halls with pachinko machines installed 13,163 12,588 12,039 11,800 11,722 Number of pachinko halls with pachislot machines installed 2,002 2,086 1,546 1,137 930 15,165 14,674 13,585 12,937 12,652 CY Total Source: National Police Agency. Number of pachinko halls with pachinko machines installed includes halls that combine installations of pachinko machines, pachislot machines, arrange-ball machines, and other machines. Pachislot Machine and Pachinko Machine Sales, Installed, and Market Scale 2005 2006 2007 2008 2009 Machine sales (units) 1,786,292 1,647,759 1,744,308 913,053 765,924 Machines installed (units) 1,936,470 2,003,482 1,635,860 1,448,773 1,347,176 536,539 490,959 502,501 247,860 225,860 CY/FY* Pachislot machines Market scale (millions of yen) Pachinko machines Machine sales (units) 4,047,999 3,837,960 3,173,725 3,349,146 3,332,984 Machines installed (units) 2,960,939 2,932,952 2,954,386 3,076,421 3,158,799 869,940 898,646 868,623 918,514 978,937 Market scale (millions of yen) Sources: National Police Agency (machines installed) and Yano Research Institute Ltd. (machine sales and market scale) * Number of installed machines is on a calendar year basis. Number of machine sales and market scale information is on a fiscal year basis (settlement dates from July to June). Share of Annual Pachislot Machine Sales FY* 2005 Rank Manufacturer 2006 Share Manufacturer 2007 Share Manufacturer 2008 Share Manufacturer 2009 Share Manufacturer Share 1 Sammy 34.0% Sammy 31.8% Sammy 21.8% Company Y 18.8% Sammy 21.3% 2 Company D 13.2% Company D 12.1% Company U 11.0% Company S 14.6% Company S 13.6% 3 Company H 10.5% Company H 10.9% Company S 9.7% Sammy 13.5% Company U 13.1% 4 Company Y 8.4% Company Y 10.5% Company D 8.7% Company H 7.4% Company Y 9.5% 5 Company S 6.3% Company K 9.4% Company Y 8.7% Company K 6.5% Company K 7.8% Source: Yano Research Institute Ltd. * Settlement dates from July to June Share of Annual Pachinko Machine Sales FY* 2005 Rank Manufacturer 1 Company S 24.7% Company S 23.1% Company S 25.8% Company S 24.2% Company S 2 Company S 18.3% Company K 21.0% Company S 22.9% Company S 13.5% Company S 17.2% 3 Company K 9.6% Company S 16.7% Company K 16.1% Sammy 11.7% Company K 12.8% 4 Company N 7.9% Company N 6.6% Company N 6.4% Company K 10.5% Company N 11.9% 5 Sammy 7.1% Company D 5.1% Company D 5.3% Company N 10.4% Sammy 10.8% Sammy 3.5% Sammy 3.4% Source: Yano Research Institute Ltd. * Settlement dates from July to June 12 2006 Share Manufacturer 2007 Share Manufacturer 2008 Share Manufacturer 2009 Share Manufacturer Share 18.0% Amusement Machine and Amusement Center Operations Markets 2004 2005 2006 2007 2008 Net sales of amusement machines (millions of yen) 180,550 199,227 223,357 219,061 196,164 Net sales from amusement center operations (millions of yen) 649,223 682,458 702,857 678,099 573,104 10,109 9,515 9,091 8,652 8,137 96.0 98.7 97.8 92.2 97.8 2005 2006 2007 2008 2009 FY Number of amusement centers Year-on-year comparison of sales at existing amusement centers (%) Source: JAMMA, AOU, NSA, Amusement Industry Survey 2008. Home Video Game Software—Market Size in Main Regions CY 2004 Billions of yen Japan 316.3 290.8 363.9 360.5 332.1 326.2 Europe 477.7 546.7 604.0 888.3 948.5 874.5 North America 667.6 711.7 750.4 991.9 1,179.3 1,071.2 CY 2004 2005 2006 2007 2008 2009 Mobile phone content 278.3 343.8 405.6 489.3 574.8 655.6 Source: Famitsu Game White Paper 2010 Mobile Phone Content Market Scale* Billions of yen Visual content 1.1 1.4 2.4 3.6 6.2 11.2 Music content 137.4 162.3 163.1 172.0 177.3 171.8 Game content 41.2 58.9 74.8 84.8 86.9 88.4 Text content 98.6 121.2 165.3 228.9 304.4 384.2 Source: Digital Content White Paper 2010 * Estimated market data Domestic Toy Market Scale (Excluding Home Video Game Consoles and Software) Billions of yen 2004 2005 2006 2007 2008 2009 Domestic shipments 322.5 323.0 318.7 324.7 325.3 313.2 Domestic retail sales 510.8 510.5 504.3 512.8 516.1 493.3 2004 2005 2006 2007 2008 2009 450.6 558.3 584.3 623.8 630.7 557.2 17.3 29.2 36.8 44.4 51.3 55.3 FY* Source: Yano Research Institute Ltd. * Settlement dates from July to June Domestic Visual Content Market Scale* CY Packaged visual content Network visual content Billions of yen Source: Digital Content White Paper 2010 * Estimated market data SEGA SAMMY HOLDINGS ANNUAL REPORT 2010 13 || DETERMINATION || Annual Report 2010 SEGA SAMMY HOLDINGS DE T ER M I N AT IO N Contents 10 Consolidated Financial Highlights 12 Discussion with Management 24 Feature: Exploiting Intellectual Properties to the Utmost 28 Bird’s Eye View 28 SEGA SAMMY Group in the Entertainment Industry 29 Mainstay Businesses−Size of Related Markets and Our Position 30 Overview by Business Segment 30 Pachinko and Pachislot Machine Business 33 Amusement Machine Sales Business 35 Amusement Center Operations 36 Consumer Business 40 Corporate Governance 40 Directors, Corporate Auditors, and Executive Officers 42 Corporate Governance System 46 Corporate Social Responsibility 49 Financial Section CAUTIONARY STATEMENT WITH RESPECT TO FORWARD-LOOKING STATEMENTS Statements in this annual report regarding the plans, estimates, beliefs, management strategies, perceptions, and other aspects of SEGA SAMMY HOLDINGS INC. (“the Company”) and its SEGA SAMMY Group Companies (“the Group”), including SEGA CORPORATION and Sammy Corporation, are forward-looking statements based on the information currently available to the Company. Forward-looking statements include, but are not limited to, those statements using words such as “believe,” “expect,” “plans,” “strategy,” “prospects,” “forecast,” “estimate,” “project,” “anticipate,” “aim,” “may,” and “might,” and words of similar meaning in connection with a discussion of future operations, financial performance, events, or conditions. From time to time, oral or written forward-looking statements may also be included in other materials released to the public. These statements are based on management’s assumptions and beliefs in light of the information currently available to management. The Company cautions you that a number of important risks and uncertainties could cause actual results to differ materially from those discussed in the forward-looking statements, and therefore you should not place undue reliance on them. You also should not assume that the Company has any obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. The Company disclaims any such obligation. Actual results may vary significantly from the Company’s forecasts due to various factors. Factors that could influence actual results include, but are not limited to, economic conditions, especially trends in consumer spending, as well as currency exchange rate fluctuations, changes in laws and government systems, pressure from competitors’ pricing and product strategies, declines in the marketability of the Group’s existing and new products, disruptions to production, violations of the Group’s intellectual property rights, rapid advances in technology, and unfavorable verdicts in major litigation. [This annual report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.] 3rd Century BC built with || DETERMINATION || Total length 8,800 km. Around 2,200 years ago, unwavering determination over a long period created the only man-made structure on Earth that can be seen from space by the naked eye. 15th Century invented with || DETERMINATION || Invented in the 15th century, typographical printing became a keystone of mankind’s intellectual development. It was an achievement resulting from Gutenberg’s firm resolve to advance printing technology. 20th Century reached with || DETERMINATION || In 1969, man ventured where no one had gone before. Without intelligence and strong commitment, the historic feat of landing men on the moon and bringing them back safely would not have been possible. Today, they still inspire us. DE T ER M I N AT IO N Accomplishing Structural Reforms || || || || + 339.0% As reforms to date began bearing fruit, we posted a 339.0%, or ¥28.3 billion, year-on- + 39,000 units For the first time in five fiscal years, unit sales of pachislot machines grew thanks to year increase in operating income, to ¥36.7 billion, for fiscal 2010. contributions from such titles as Pachislot Psalms of Planets Eureka Seven, which shipped 56,000 units. 69.1% p. 12–17 p. 30–32 In fiscal 2010, the pachinko machine business’ new development system not only produced a steady stream of hit titles but also dramatically improved profitability by reusing parts and increasing pachinko board sales to account for 69.1% of pachinko machine business unit sales. Reactivating the market p. 18–20 Launched based on the ALL.Net P-ras revenue-sharing business model−which improves investment efficiency for amusement center operators while securing stable long-term revenues for the Group−the amusement arcade machine BORDER BREAK earned a high level of utilization. p. 33–34 Closed or sold 66 amusement centers Aiming to improve earnings, we closed or sold 66 amusement centers in Japan that Into the black for the first time in 3 years The home video game software business enhanced its profitability by narrowing down Cross-media strategy Establishing Bakugan Limited Liability Partnership (Bakugan LLP) marked the beginning had inadequate profitability or potential. p. 35 the number of titles in Japan. As a result, the Consumer Business segment achieved profitability for the first time in three years. p. 21–23 of full-fledged efforts to maximize the value of BAKUGAN as an intellectual property in Japan by rolling it out across a range of media. p. 24–27 SEGA SAMMY HOLDINGS ANNUAL REPORT 2010 DE T ER M I N AT IO N Consolidated Financial Highlights SEGA SAMMY HOLDINGS INC. and Consolidated Subsidiaries Years Ended March 31 Thousands of U.S. dollars1 Millions of yen, unless stated otherwise 2006 Net sales Pachinko and Pachislot Machine Business 2 Amusement Machine Sales Business 2 2007 2008 2009 2010 2010 ¥553,241 ¥528,238 ¥458,977 ¥429,195 ¥384,679 $4,134,116 265,632 211,540 145,583 161,691 160,376 1,723,552 71,513 75,455 71,062 61,926 45,117 484,875 106,246 103,850 91,227 71,310 54,788 588,808 Consumer Business 2 90,353 119,593 141,791 131,361 121,575 1,306,561 Others 2 19,497 17,800 9,314 2,904 2,821 30,318 Amusement Center Operations 2 Gross profit 229,012 203,079 120,403 119,092 138,867 1,492,397 Selling, general and administrative expenses 109,868 126,549 126,232 110,728 102,154 1,097,846 Operating income (loss) 119,144 76,530 (5,829) 8,363 36,712 394,550 Pachinko and Pachislot Machine Business 99,848 71,102 8,444 14,528 29,502 317,059 Amusement Machine Sales Business 12,177 11,683 7,152 6,890 7,094 76,242 (1,338) (14,384) 6,332 68,053 Amusement Center Operations 9,244 132 (9,807) (7,520) Consumer Business 1,977 1,749 (5,989) (941) Others (1,713) (1,345) (75) Corporate and eliminations (2,389) (6,791) (5,554) (4,947) 353 (5,213) 336 (56,031) 3,611 140,999 104,578 39,782 35,007 53,887 579,134 Net income (loss) 66,222 43,456 (52,471) (22,882) 20,269 217,832 Capital expenditures 37,650 59,272 50,422 26,610 16,164 173,716 Depreciation and amortization 21,855 28,048 45,611 26,644 17,175 184,584 R&D expenses, content production expenses 36,338 52,107 65,385 59,676 41,502 446,018 Net cash provided by (used in) operating activities 83,228 60,623 (25,879) 32,199 54,998 591,062 Net cash provided by (used in) investing activities (54,706) (75,395) (10,399) (7,640) (82,108) Net cash used in financing activities (21,153) (1,713) (7,580) (3,401) (36,550) EBITDA 3 33,135 47,358 508,954 Total assets 522,914 549,940 469,643 423,938 423,161 4,547,680 Total net assets / shareholders’ equity 5 316,680 358,858 281,628 242,532 256,770 2,759,492 Number of shares outstanding (shares) 283,229,476 283,229,476 283,229,476 283,229,476 283,229,476 Free cash flows 28,522 4 (14,772) 936 (7,653) (36,278) Operating Income (Loss)/ Operating Margin Net Sales Gross Profit/Gross Profit Margin SG&A Expenses/SG&A Ratio Billions of yen Billions of yen % Billions of yen % Billions of yen % 600 200 40 200 40 40 20 150 30 150 30 30 15 20 10 100 20 100 20 10 5 50 10 50 10 0 0 0 FY 0 500 400 300 200 100 0 08 09 10 0 FY 08 09 ■ Gross profit (left) Gross profit margin (right) 10 10 08 09 ■ SG&A expenses (left) SG&A ratio (right) 10 0 FY –10 08 09 ■ Operating income (loss) (left) Operating margin (right) 10 –5 FY Yen 2006 2007 ¥ 261.06 ¥ 172.47 260.35 172.35 − 1,254.14 1,341.80 80.00 60.00 Per share data Net income (loss) Diluted net income Total net assets / shareholders’ equity 5 U.S. dollars1 Cash dividends 2008 2009 2010 2010 ¥ 80.46 $ 0.86 − − − 1,030.09 882.47 937.80 10.07 45.00 30.00 30.00 0.32 ¥ (208.26) ¥ (90.83) % 2006 Key ratios 2007 2008 2009 2010 Gross profit margin 41.4 38.4 26.2 27.7 36.1 SG&A ratio 19.9 24.0 27.5 25.8 26.6 Operating margin 21.5 14.5 –1.3 1.9 9.5 6.6 9.9 14.2 13.9 10.8 23.0 13.3 –17.6 –9.5 8.8 R&D expenses to net sales ROE 24.8 15.2 –1.6 1.5 8.5 60.6 61.5 55.3 52.4 55.8 2006 2007 2008 2009 2010 Pachislot machines unit sales 607,106 523,422 380,688 123,286 162,932 Pachinko machines unit sales 288,895 132,981 108,184 391,831 360,171 462 449 363 322 260 SEGA’s existing domestic amusement center sales year on year (%) 103.3 95.8 89.0 92.4 91.7 Home video game software unit sales (thousands) 16,400 21,270 26,990 29,470 26,750 ROA 6 Total net assets ratio Main segment benchmarks Number of domestic amusement centers 1 2 3 4 5 Yen amounts have been translated into U.S. dollars solely for convenience at the rate of ¥93.05 to U.S. $1, the prevailing exchange rate at March 31, 2010. Net sales to outside customers EBITDA = Operating income (loss) + Depreciation and amortization Free cash flows = Net cash provided by (used in) operating activities + Net cash provided by (used in) investing activities Following the enactment of the new Japanese Corporate Law in 2006, the Company presents total net assets for the fiscal years ended March 31, 2007 and 2008, which represent the shareholders’ equity figure used in previous years plus minority interests and share subscription rights. 6 ROA = Ordinary income ÷ Total assets Total Assets/Total Net Assets (Shareholders’ Equity) Capital Expenditures/ Depreciation and Amortization Free Cash Flows Net Income (Loss) per Share/ Cash Dividends per Share Billions of yen Billions of yen Billions of yen Yen 60 200 600 60 500 50 400 40 300 30 40 100 20 0 0 200 20 100 10 0 08 09 10 0 FYE –100 –20 08 09 10 –40 FY 08 09 10 –300 FY 08 09 ■ Total assets ■ Capital expenditures ■ Net income (loss) per share ■ Total net assets (Shareholders’ equity) ■ Depreciation and amortization ■ Cash dividends per share 10 SEGA SAMMY HOLDINGS ANNUAL REPORT 2010 FY 11 DE T ER M I N AT IO N Discussion with Management Okitane Usui President, Representative Director, and Chief Operating Officer, SEGA CORPORATION Hajime Satomi Chairman of the Board and Chief Executive Officer, SEGA SAMMY HOLDINGS INC. Keishi Nakayama President, Representative Director, and Chief Operating Officer, Sammy Corporation Determined to improve earnings even further and continue building corporate value, the SEGA SAMMY Group will carry through decisive business management reforms and steer toward resurgence. 12 Overview of Fiscal 2010 Business Results In fiscal 2010, ended March 31, 2010, although net sales declined 10.4% year on year, to ¥384.6 Business restructuring that reflected billion, operating income increased a sharp 339.0%, to ¥36.7 billion. The operating income margin changing business conditions and built improved 7.6 percentage points, to 9.5%. The following summarizes the main factors that led to an unshakable earnings platform enabled these business results. our business results for fiscal 2010. Lower net sales were principally due to a 27.1% decrease in net sales from the Amusement In the following pages, the senior Machine Sales Business segment, which resulted from the absence of the previous fiscal year’s management team discusses the SEGA major title launches and a 23.2% year-on-year decrease in net sales from the Amusement Center SAMMY Group’s reforms to date, out- Operations segment because there were fewer amusement centers. standing tasks, and strategic direction going forward. Hajime Satomi, Chairman Meanwhile, by improving their profitability, all business segments contributed to the significant increase in earnings. The biggest contributor to earnings was the Pachinko and Pachislot Machine of the Board and Chief Executive Officer, Business segment. Thanks to successful measures to improve profitability, such as increasing high- offers a Groupwide perspective. Insights margin pachinko board sales as a percentage of pachinko machine unit sales, the Pachinko and Pa- into the Group’s main business areas chislot Machine Business segment saw operating income rise 103.1%, to ¥29.5 billion. Also, the are provided by the presidents of core Consumer Business segment contributed to business results by achieving operating income of ¥6.3 operating companies: Keishi Nakayama, billion through efforts to narrow down the number of titles and thereby heighten the efficiency of President, Representative Director, and its home video game software development. In addition, the Amusement Center Operations seg- Chief Operating Officer of Sammy ment reduced operating loss considerably, from ¥7.5 billion for the previous fiscal year to ¥1.3 bil- Corporation and Okitane Usui, President, lion, by curbing cost of sales and operating expenses through the closure or sale of amusement Representative Director, and Chief centers with inadequate profitability or potential. And, the Amusement Machine Sales Business seg- Operating Officer of SEGA CORPORATION. ment performed solidly as the titles that it marketed continued enjoying high utilization rates based on a revenue-sharing business model. Net other expenses shrank significantly, from ¥28.3 billion for the previous fiscal year to ¥9.6 billion. As a result, for fiscal 2010 the Group achieved net income of ¥20.2 billion, compared with net loss of ¥22.8 billion for the previous fiscal year. Main Contributors to Higher Operating Income ■ Pachinko and Pachislot Machine Business Billions of yen • Higher pachislot unit sales • Lower parts procurement costs • Increase in pachinko board sales as a percentage of pachinko machine unit sales +7.2 36.7 • Reduction of cost of sales and operating expenses due to withdrawal from the pachinko and pachislot machine peripheral business • Revision of pricing strategy ■ Amusement Machine Sales Business +6.1 • Increase in revenue from revenue-sharing business model +0.2 • Brisk sales of CVT kits * +14.9 • Reduction of R&D expenses/content production expenses ■ Amusement Center Operations • Revision of amusement center portfolio ■ Consumer Business • Improvement in development efficiency through narrowing down of • Reduction of depreciation and other operating expenses the number of titles in Japan • Reduction of R&D expenses/content production expenses * Kits for upgrading boards, software, and exteriors 8.3 +¥28.4 billion 09 10 FY SEGA SAMMY HOLDINGS ANNUAL REPORT 2010 13 DE T ER M I N AT IO N Discussion with Management Heading toward Resurgence Reforms to Date Q. A. What prompted your business restructuring of the past two years? card games, which contribute significantly to earnings, had reached the Satomi We have reformed mainly because business conditions have changed dramatically. at existing amusement centers were sluggish. Moreover, the Consumer end of a cycle. Also, in the Amusement Center Operations segment sales Business segment saw lackluster sales of game software in Japan. In fiscal 2005−the first fiscal year after the management integration of SEGA CORPORATION and Sammy Corporation−and fiscal 2006, the spending accompanying the worldwide recession from fall 2008 became lion due to favorable sales of pachislot machines by the Pachinko and a headwind for the Group. Confronted with business conditions that were Pachislot Machine Business segment and the explosive popularity of the tougher in all respects, we stepped up reform. Amusement Center Operations segment’s kids’ card games. From fiscal * Rules that stipulate the approval process that must be followed by machine manufacturers from development to sales 2007, however, our profitability began to change. This change was triggered by the revision of regulations pertaining to the Entertainment Establishments Control Law * (2004 regulatory revision), which affected the Pachinko and Pachislot Machine Business segment. In the pachinko and pachislot machine market, the 2004 regulatory revi- Q. A. Could you summarize your business restructuring efforts so far? Satomi We have decisively strengthened competitiveness and revised cost structure throughout the Group. sion resulted in decreases in pachislot machine installations and unit sales. This significantly affected the business results of the segment, one The Group’s businesses cover a range of entertainment areas. Therefore, of the Group’s earnings mainstays. On the other hand, the 2004 regula- we reformed businesses based on the changes in market conditions tory revision liberalized the development of pachinko machines, invigorat- they faced. ing the pachinko machine market. However, the Group did not fully benefit from this upturn because it had been unable to establish suffi- strategy had two main thrusts. First, we took offensive measures to cient brand power in the market. claim a larger share of the pachinko and pachislot machine market by Billions of yen 600 In the Pachinko and Pachislot Machine Business segment, our Main Business Restructuring Reforms to Date Billions of yen Revision of regulations pertaining to the Entertainment Establishments Control Law (July 2004) 200 Time limit of interim measures for revision of regulations pertaining to the Entertainment Establishments Control Law (Fall 2007) ■ Pachinko and Pachislot Machine Business • Strengthened pachinko machine business (transferred to new development system/increased pachinko board sales as a percentage of pachinko machine unit sales) • Withdrew from the pachinko and pachislot machine peripheral business • Reduced cost by reusing parts • Improved profit margin by revising pricing strategy ■ Amusement Machine Sales Business • Stopped developing certain large, high-end machines • Reduced R&D expenses/content production expenses • Introduced new business model (revenue-sharing business model) ■ Amusement Center Operations • Closed or sold amusement centers with inadequate profitability or potential ■ Consumer Business • Narrowed down number of titles under development • Reduced R&D expenses/content production expenses ■ Other Reforms • Rightsized workforce by introducing voluntary early retirement plan (SEGA/SEGA TOYS CO., LTD.) • Implemented measures in earnest to create Group synergies (established Bakugan Limited Liability Partnership and SEGA SAMMY VISUAL ENTERTAINMENT INC.* ) 150 450 Reform of earnings structure 300 100 50 150 0 0 –50 05 ■ Net sales (left) 14 To address these problems, from May 2008 the Group began revising its overall business structure. Furthermore, the reduction in consumer SEGA SAMMY Group recorded operating income of more than ¥100 bil- During the same period, improving the profitability of SEGA emerged as a task. The operating company faced problems. The popularity of kids’ 06 07 Operating income (loss) (right) 08 09 Net income (loss) (right) 10 –100 FY * Currently MARZA ANIMATION PLANET INC. strengthening development capabilities. Second, we strengthened profitabil- the segment closed an overseas development studio. The Amusement ity. Our strengthening of development capabilities focused on growing our Machine Sales Business segment stopped developing certain large, high- share of the pachinko market. This was because, compared with the pachis- end machines for which demand had been declining. These initiatives lot machine market, the pachinko machine market is larger and offers the sought to ensure return on R&D expenses and investment. Group a huge amount of leeway to extend market share. Our main initiative involved building a market-oriented development system. This produced For example, we introduced a voluntary early retirement plan at a listed sub- benefits. The utilization and outside evaluation of our pachinko machines sidiary and withdrew from unprofitable businesses by closing a subsidiary. rose considerably, and our share of machine installments grew. Also, Q. A. heightening the appeal of products helped increase high-margin pachinko board sales as a percentage of pachinko machine unit sales, significantly improving the segment’s profitability. Measures to strengthen profitability included reusing parts and reduc- Other initiatives revised cost structure from a Groupwide perspective. How do you view the fiscal 2010 business results? Satomi Although we increased earnings substantially, I am by no means complacent about our current standing. ing cost by curbing parts procurement costs. Also, we withdrew from the I think we were able to show the benefits of reforms to date. In fiscal pachinko and pachislot machine peripheral business, which was unprofit- 2010, all business segments improved earnings year on year, and consoli- able, and concentrated management resources on our main businesses. dated earnings rose significantly. However, this does not mean that I am satisfied with our present performance. Firstly, if we compare fiscal 2010 In the Amusement Machine Sales Business segment, the Amusement Center Operations segment, and the Consumer Business segment, the business results with those of fiscal 2005 and 2006, when we posted main theme was streamlining cost to match the scale of earnings. In the operating income above ¥100 billion, there is room to grow earnings and Amusement Center Operations segment, we continued closing or selling improve profit margins. Secondly, the recovery in earnings for fiscal 2010 amusement centers with inadequate profitability or potential. Also, we re- was due to revision of cost structure. In order to grow earnings continuous- duced cost of sales and operating expenses, focusing on personnel ex- ly, in addition to cost reduction efforts, we need to place net sales back on penses. The Consumer Business segment scrutinized return on a growth track. To date, we have completed 80% of our business restruc- investment in the home video game software business and concentrated turing. In fiscal 2011, I want to complete this restructuring while setting a development and marketing only on titles promising high returns. Further, course for net sales growth. Strengthened Pachinko Machine Business Pachinko and pachislot machine unit sales Reduced Expenses Rigorously Capital investment/Depreciation/R&D and content production expenses Thousands of units Billions of yen 800 80 Time limit of interim measures for revision of regulations pertaining to the Entertainment Establishments Control Law (Fall 2007) 600 60 400 40 200 20 0 05 06 ■ Pachislot machines ■ Pachinko machines 07 08 09 10 0 FY 05 ■ Capital investment 06 07 08 09 10 FY Depreciation ■ R&D and content production expenses SEGA SAMMY HOLDINGS ANNUAL REPORT 2010 15 DE T ER M I N AT IO N Discussion with Management Strategies Going Forward Q. A. What are your targets and priority measures for fiscal 2011? strengthening operational management capabilities. Also, the Consumer Business segment’s home video game software business will focus on reducing overseas titles. At the same time, the segment will cater to such Satomi We are steering toward a resurgence in business new markets as content for social networking services and smartphones. results. In addition, plans call for building systems that enable the mutual use In fiscal 2011, the SEGA SAMMY Group is setting course for a resurgence of management resources within the Group and further strengthen its in business results. We are targeting year-on-year increases of 4.0% in net competitiveness as a comprehensive entertainment company. sales, to ¥400 billion, and 9.0% in operating income, to ¥40.0 billion. Fiscal 2011 Targets * The driver of this growth will be the Pachinko and Pachislot Machine Billions of yen 2010 Business segment, which will likely see net sales rise 25% and earnings Net sales 384.6 400.0 4.0% increase more than 18% from fiscal 2010 levels. Market conditions are Pachinko and Pachislot Business 160.3 200.0 24.8% challenging. However, in the pachinko machine business we aim to erode Amusement Machine Sales Business 45.1 53.0 17.5% Amusement Center Operations 54.7 44.0 –19.6% the market shares of the leading companies. As for the pachislot machine business, our focus is on building a dominant market share. Further, we intend to increase the revenue and earnings of the entire segment synergistically by strengthening coordination among Group companies through standardization of parts and development collaboration. In the Amuse- Consumer Business 2011 YOY change 121.5 100.0 –17.7% Operating income 36.7 40.0 9.0% Pachinko and Pachislot Business 29.5 35.0 18.6% 7.0 5.5 –21.4% (1.3) (1.5) Amusement Machine Sales Business Amusement Center Operations Consumer Business 6.3 7.0 by promoting the spread of revenue-sharing while developing overseas Corporate and eliminations (5.2) (6.0) business in earnest. Plans call for developing an operational platform from Net income 20.2 22.0 which to target Asia’s markets, with a particular focus on China. Regarding * Numerical targets for fiscal 2011 are based on information available when figures were announced (May 14, 2010) and the judgment of business managers. Please be aware that these targets are subject to risks and uncertainties and that actual future business results could differ significantly from these targets due to a variety of factors. Further, the Company undertakes timely disclosures to stock exchanges of the latest information, which it also releases on the IR page of its web site (URL http://www.segasammy. co.jp/english/ir/). the Amusement Center Operations segment, we want to improve profitability by continuing to revise our portfolio of amusement centers and Fiscal 2011 Operating Income—Main Positive and Negative Factors Billions of yen ■ Pachinko and Pachislot Machine Business ■ Amusement Machine Sales Business • Increase in pachinko and pachislot machine unit sales +5.5 • Reduction of parts procurement costs +0.7 –1.5 –0.2 • Increase in R&D expenses/content production expenses 40.0 • Increase in overhead costs ■ Amusement Center Operations • Decrease in number of existing amusement centers in Japan ■ Consumer Business • Closure of overseas development subsidiary, reduction of cost of sales and operating expenses 36.7 • Reduction of R&D expenses/content production expenses • Improvement in profitability of listed subsidiaries +¥3.3 billion 10 11 (Plan) 16 — ment Machine Sales Business segment, we will invigorate Japan’s market FY 11.1% — 8.9% Q. A. What specific measures are you taking to create Group synergies? Satomi We are moving forward with a project tasked with Q. A. What is your approach to cash dividends and capital policy? Satomi Our policy is to pay cash dividends that reflect earnings appropriately while investing retained earnings maximizing the value of character intellectual properties. in growth business areas. In November 2009, we established Bakugan Limited Liability Partnership (Bakugan LLP) through a joint capital investment by SEGA TOYS CO., For fiscal 2010, the Group paid full-year cash dividends of ¥30.00 per LTD., TMS ENTERTAINMENT, LTD., SEGA CORPORATION, Sammy share, comprising interim cash dividends and year-end cash dividends of Corporation, and Sammy NetWorks Co., Ltd. SEGA TOYS and Canadian ¥15.00 per share. As a result, the consolidated dividend payout ratio was toy manufacturer Spin Master Ltd. developed the character toy BAKUGAN. 37.3%. For fiscal 2011, we plan to pay interim cash dividends of ¥20.00 Animation based on BAKUGAN is broadcast, and related products are per share and year-end cash dividends of ¥20.00 per share. This will give marketed, in 120 countries. Bakugan LLP aims to maximize the value of full-year cash dividends of ¥40.00 per share, up ¥10.00 from fiscal 2010. BAKUGAN as an intellectual property by marketing products across We expect the consolidated dividend payout ratio to increase to 45.8%. a range of media. In Japan, the new company controls overall production Going forward, we intend to continue viewing returns to shareholders as and merchandising, animation, toys, kids’ card games, content for PCs our most important business management task and paying cash divi- and mobile phones, and licensed products. Also, Bakugan LLP will dends that reflect earnings appropriately. heighten awareness throughout the Group of the importance of concert- ed efforts that create synergies. This is why Sammy, despite not being we will give greater importance to strategic investment as an option for directly related to BAKUGAN, has a stake in Bakugan LLP. We hope this strengthening existing business areas and accelerating the development project will initiate the spread of structures for multifaceted value creation of new businesses. Our policy is to use retained earnings effectively for throughout the Group. strategic investment by carefully selecting targets. Meanwhile, steering toward resurgence from the current fiscal year, For further details, please see the feature “Exploiting Intellectual Properties to the Utmost” on pages 24 to 27. Aiming to Maximize Intellectual Property Value through Concerted Multimedia Roll-outs by the Group Full-Year Cash Dividends Consolidated dividend payout ratio 34.8% * — * — 37.3% 07 08 09 10 45.8% Yen Stake: 6% Bakugan LLP Stake: 50% Toys/Goods 60 40 Stake: 3% PCs/Mobile phone content 20 Stake: 25% Animation Stake: 16% Kids’ card games 0 11 FY (Plan) ■ Full-year cash dividends per share * Not applicable because recorded net loss for the fiscal years SEGA SAMMY HOLDINGS ANNUAL REPORT 2010 17 DE T ER M I N AT IO N Discussion with Management Making Sammy a Consistent Winner Q. Why did you transfer to a new development system in the Pachinko and Pachislot Machine Business segment, and what have the benefits been? A. Product Strategy Committees lead the new development system. Aiming to develop and market surefire hit products, the system incorporates strict quality control standards as well as outside opinions and assessments. During the two years since the system’s introduction, Sammy’s develop- Nakayama The new system has improved average utilization rates substantially. When I became Sammy’s president in May 2008, I made it my mission to ment capabilities have improved markedly. Significantly higher utilization rates compared with previous levels are proof of this improvement. * The rates at which pachinko machines or pachislot machines are utilized (played) by customers problems and focused on initiatives to overcome them. Our first initiative Q. A. was to transfer to a new development system that would steadily provide In the past two fiscal years, we have strengthened profitability rigorously. hit titles and increase market share. As well as curbing costs, mainly by reducing procurement costs for LCD- related parts, we have promoted the reuse of parts and lowered the num- build an organization that can generate earnings steadily no matter how business conditions change. In my first fiscal year, we identified Sammy’s The reputation and brand power of pachinko and pachislot machines Sammy also seems to be targeting better profitability. Nakayama We took steps to build a leader profit structure. correlates closely to utilization rates * in pachinko halls. Pachinko and ber of variety of parts used. Further, improving marketing divisions’ pachislot machines with high utilization rates, which represent player communication with pachinko halls has enabled us to gauge demand endorsement, contribute to the cash flows of pachinko halls. Therefore, accurately before launching new machines. Consequently, our ordering of we adopted utilization rates as an important indicator because they have parts has become more precise, and our disposal of parts has fallen. a major effect on pachinko and pachislot machine unit sales. Against this backdrop, we strengthened collaboration among development divisions, pachinko and pachislot machines has become possible under the new production divisions, and marketing divisions, which are our points of development system, we have revised pricing strategies for mainstay titles. contact with players and pachinko halls. This involved shifting to a new The pachinko machine business’ products have garnered a strong reputa- development system that better reflects market perspectives in develop- tion, which has extended the Group’s market share. In step with this ment processes. Comprising key personnel from the three divisions, growth, sales of high-margin replacement-use pachinko boards* rose New System for Developing Surefire Hits Utilization Rates Increased Steadily * Because the steady development and marketing of differentiated % 250 Product Strategy Committees Comprising key personnel from development, production, and marketing divisions 200 GATE 1 150 GATE 2 Marketing Production Development GATE 3 Strict quality checks at each gate After sales launches, sales results, utilization data, and market evaluations are analyzed and reported to the Product Strategy Committees 100 GATE 4 50 Approval/sales 0 Overall Evaluation 1 2 3 4 Before the transition(2007/3–2008/5) 5 Average for all manufacturers(2009–2010) 18 6 7 8 9 10 11 12 Week After the transition(2008/9–2010/7) * Utilization rate = Utilization of the Group’s pachinko and pachislot machines ÷ Average utilization of all manufacturers from 10.5% of segment unit sales for fiscal 2009 to 69.1% for fiscal raised the operating income margin to 18.4%. However, measures to 2010. Higher sales of these products mitigates pachinko halls’ capital improve earnings by reducing costs, revising pricing strategies, and investment while improving our profit margin. reusing parts are approaching limits and will not be enough to improve earnings. Therefore, maintaining the solid foundation that we have built, Thanks to this range of measures, the operating income margin of the Pachinko and Pachislot Machine Business segment rose from 9.0% we have to increase our top-line. With this in mind, in fiscal 2011 the for fiscal 2009 to 18.4% for fiscal 2010. pachinko machine business and the pachislot machine business will * A vertically positioned board that includes numerous pins and tulip-shaped devices, LCDs, and gameplay control boards make a significant strategic shift toward staking out larger market shares. Offensive Measures to Increase Market Share Q. A. Q. What is your assessment of market conditions? A. Nakayama The recovery trend in the market for pachislot What kind of reforms do you plan next? machines is becoming clearer. Nakayama We are setting course to claim a bigger The 2004 regulatory revision drove recovery in the pachinko machine market share. market because the new regulations afforded greater development free- We have dramatically increased the level of pachinko machines unit sales dom. In contrast, the pachislot machine market began shrinking because from about 100,000 units for fiscal 2008 to more than 350,000 units the new regulations limited the game elements that companies were for fiscal 2009 and fiscal 2010. For pachislot machines, developing ma- able to offer. From the second half of 2009, however, the pachislot chines that earn player support has taken time since the 2004 regulatory machine market began to recover modestly. In the pachinko machine revision. Finally, our efforts to date have begun bearing fruit. We are able market, from 2008 machines with a strong gambling element began to develop and provide pachislot machines well received in the market. accounting for a growing share of machine installations. This caused some players to leave the market. In response, pachinko halls created a To sum up the past two years, Sammy has met targets for each year by consistently bringing hit products to market and substantially improving market with less of a gambling element by introducing lower than normal profit margins. Consequently, we are becoming a strong organization. “one yen pachinko” playing rates in order to attract a wider range of Nevertheless, reforms are never finished. We must set even more ambi- customers. While this has helped pachinko halls develop new customer tious targets and continue to take on challenges. Reforms so far have bases, it has curbed earnings. Overview of the Reforms Pachinko halls Revision of pricing strategies Strengthen development capabilities Market hit products continuously Increase high-margin pachinko board sales ratio Increase the utilization rates of Sammy-brand pachinko machines Spreading Sammy pachinko frames Expanding share of installations (Expanding market for the Company’s pachinko machine boards) Reduce capital investment by purchasing pachinko boards Strengthen communication with pachinko halls through marketing divisions Reduce parts procurement costs Reuse parts Analyze demand for newly developed machines precisely Increase precision of parts ordering Reduce parts disposal Improve profit margin SEGA SAMMY HOLDINGS ANNUAL REPORT 2010 19 DE T ER M I N AT IO N Discussion with Management I believe that manufacturers bear part of the responsibility for this We aim to increase unit sales by at least 14% year on year, thereby claim- negative effect because they did not supply the market with enough ing one of the top three shares of the unit sales market. pachinko machines that met the needs of pachinko players and pachinko halls. Therefore, we are now developing new pachinko machines more utilization rates. Amid the pachislot machines market’s ongoing recovery, likely to satisfy market needs. Meanwhile, the pachislot machine market is we will move ahead of competitors by creating pachislot machines that recovering, a trend that has become pronounced since the beginning of are within the scope of current regulations and earn user support. For 2010. The main reason for this upturn has been the penetration of pa- fiscal 2011, we are targeting a 29% year-on-year increase in pachislot chislot machines with market approval. Although the Group needed time machine unit sales. However, given the very strong momentum of sales, to develop the mainstay titles it launched from the second half of 2009, we want to surpass this target and maintain the top share of the market. it has finally realized products compliant with the current regulations and satisfy users. I am confident we have contributed to the recovery of the Pachinko and Pachislot Machine Business segment through collaboration pachislot machine market. −led by Sammy−among RODEO Co., Ltd., TAIYO ELEC Co., Ltd., and Q. A. GINZA CORPORATION. Specifically, we intend to reduce costs through joint Sammy’s pachislot machines have a long-standing reputation for high Also, we must heighten the presence of the SEGA SAMMY Group’s purchasing of parts and sharing development and marketing expertise. What are your priority strategies for fiscal 2011? Over the medium term, the distinction between winners and losers Nakayama Amid business conditions that are separating among manufacturers is likely to become pronounced as pachinko halls winners from losers, Sammy will win out and expand its become more selective. Leading manufacturers will dominate a growing market share. share of the market. In response, Sammy intends to become a consistent Sammy is becoming an organization that can respond immediately and winner by expanding market share and heightening profit-creating capabil- produce stable earnings no matter how business conditions change. Con- ities. Over the past two years, we have established a solid foundation that tinuing to evolve is its top priority. will enable us to achieve this goal. In fiscal 2011, the pachinko machine business will continue to reduce costs and sell high-margin pachinko boards while selling mainstay titles. Gross Profit of Pachinko Hall Operators per Pachinko and Pachislot Machine* Creating Group Synergies in the Pachinko and Pachislot Machine Business Yen 5,000 Multibrand strategy aimed at increasing share of machine installations 4,000 Cost reduction through joint purchasing of parts 3,000 0 Jun. Jul. Aug. Sep. Oct. 2009 Pachinko machines Pachislot machines * Per day industry average Source: Daikoku Denki Co., Ltd., DK-SIS data 20 Nov. Dec. Jan. Feb. Mar. Apr. 2010 May Jun. Sharing of development/ marketing expertise Using SEGA’s Creativity at All Points of Contact with Customers SEGA’s Reforms to Date Q. A. Could you summarize reforms you have carried out so far? Usui Giving priority to balancing revenues and expenses, we have reformed our cost structure. Q. What concrete measures have you taken, and how do you evaluate them? A. Usui We achieved our goal of building a system in prepa ration for resurgence. In the Amusement Machine Sales Business segment, we stopped the When I became the president of SEGA in May 2008, we set out CHANGE 2011−Revitalizing SEGA as a three-year management vision that called development of certain large, high-end products due to the tough business conditions amusement center operators are facing. In the Amusement Center Operations segment, we established withdrawal standards on SEGA to achieve three objectives: optimization of core operations, based on amusement centers’ gross profit. We closed or sold amusement rapid achievement of profitability in new domains, and expansion of earnings and stable generation of free cash flow. In fiscal 2009 and 2010, we focused on building a cost structure suited to business size and on centers that did not meet these standards due to inadequate profitability or potential. By the end of fiscal 2010, we had 260 amusement centers, down from 322 at the previous fiscal year-end. As a result, the segment’s balancing revenues and expenses. We have taken forward-looking mea- capital investment decreased from ¥14.8 billion for fiscal 2009 to ¥7.7 sures that emphasize efficiency in preparation for full-scale offensive billion for fiscal 2010. Consequently, depreciation and amortization fell measures. For all businesses, we have applied a policy of investing in from ¥15.9 billion to ¥8.2 billion. In the Consumer Business segment’s carefully selected products and businesses for which we can predict home video game software business, we significantly consolidated titles return on investment accurately. marketed in Japan. In fiscal 2010, we marketed 17 titles in Japan, compared with 36 titles in the previous fiscal year. In response to a slowdown in the overseas game software market, we closed one North American development subsidiary. By reducing titles under development, we achieved year-on-year decreases in R&D expenses and content production expenses* of 32% Increasing Development Efficiency by Streamlining the Number of Titles in Japan Restructuring Amusement Center Operations % Centers Titles Billions of yen 110 60 100 40 200 90 20 20 0 80 0 0 600 Closed or sold amusement centers with inadequate profitability or potential 462 centers 400 60 36 titles 260 centers 17 titles Billions of yen Billions of yen 20 18 10 9 0 0 –10 05 40 06 07 ■ Amusement centers (left) Existing amusement center sales year on year (right) ■ Operating income (loss) of Amusement Center Operations 08 09 10 –9 FY 06 07 08 09 10 FY ■ Game software titles in Japan (left) R&D expenses and content production expenses of Consumer Business (right) ■ Operating income (loss) of Consumer Business SEGA SAMMY HOLDINGS ANNUAL REPORT 2010 21 DE T ER M I N AT IO N Discussion with Management for the Amusement Machine Sales Business segment and 40% for the it has become possible to play games at various times and places. As a Consumer Business segment. Efforts to improve development efficiency result, attitudes to game playing have broadened. In such an environment, were particularly successful in the Consumer Business segment, which SEGA will use intellectual properties to entertainingly occupy customers’ posted operating income. free time. We intend to extend and evolve the traditional idea of what a game is and offer customers worlds that become more fun the more In addition, we curbed fixed cost by rightsizing personnel numbers to suit business size and restored cost flexibility. SEGA reduced personnel they participate. CHANGE 2011 calls on SEGA to become an unrivaled expenses roughly ¥8.5 billion by offering early retirement to approximately entertainment and content provider that can offer outstanding entertainment 900 employees in fiscal 2008 and fiscal 2009. to customers in their everyday lives at any time and in any location. To summarize progress under CHANGE 2011, we still face tasks in In order to take advantage of SEGA’s competitive advantages in new relation to rapid achievement of profitability in new domains. However, markets, we must develop and offer content tailored to suit the particular we have balanced revenues and expenses by controlling R&D expenses aspects of customers’ everyday lives. These efforts should capitalize on and curbing fixed costs. Therefore, I believe steady progress in heightening SEGA’s strong development capabilities and considerable experience to ven- efficiency has cemented our foundation as we head toward resurgence. ture beyond the limits of the traditional game market. Because we believe * From fiscal 2010, in order to directly link content production expenses, which have been trending upward in recent years, to earnings and enable appropriate presentation of income and expenses for fiscal periods, the Company changed its accounting policy for the treatment of cost of sales from recognition when production expenses arise to recognition at time of sale. putting such initiatives into practice requires creating an organization that SEGA’s Growth Strategy Q. A. As entertainment diversifies, what strategies do you plan to follow? Usui We will develop and provide content tailored to suit particular aspects of customers’ everyday lives. spans businesses laterally, we embarked upon major business restructuring. Q. A. What kind of restructuring are you undertaking at the moment? Usui We are reorganizing so that businesses better reflect customer needs. As platforms diversify and attitudes toward game playing broaden, our classification of businesses into the Amusement Machine Sales Business Customers use an increasingly wide range of platforms. As well as dedicated segment, the Amusement Center Operations segment, and the Consumer game machines or amusement arcade machines, customers play games Business segment is becoming less meaningful for customers. Therefore, using smartphones and other mobile phones and SNS. In our everyday lives, in July 2010 we introduced a regional, rigorously customer-oriented system. SEGA’s Business Restructuring Previous business classification New system: Rigorously customer-oriented, enables lateral business development across divisions Domestic Regional Headquarters Amusement Arcade Machine Sales Division Domestic Amusement Arcade Machine Sales Division Amusement Center Operations Division Amusement Overseas Division Amusement Production Procurement Headquarters Amusement R&D Headquarters Consumer Business Division 22 Domestic Amusement Center Operations Division Domestic Consumer Business Division Overseas Regional Headquarters • Introduction of regional system • Integration of development and production North America and Europe Division China and Asia Division Development and Production Headquarters R&D Headquarters R&D Solutions Headquarters Production Procurement Headquarters We reorganized business divisions under an Overseas Regional Headquar- of revenue-sharing and initiatives to invigorate the market, we will secure ters and a Domestic Regional Headquarters. This reorganization aims to earnings despite tough market conditions. provide customers in each region with content suited to their needs. Further, we established a Development and Production Headquarters, the Amusement Machine Sales Business segment and the Amusement combining the development functions of the amusement machine sales Center Operations segment. Accordingly, we will step up efforts to build business and the game software business. In addition to enabling custom- earnings platforms overseas, focusing on emerging countries. er-oriented development transcending divisional boundaries, this reorgani- Q. A. zation will promote the sharing of each business’ accumulated expertise, experience, and technology by removing vertical organizational barriers. Q. What specific strategies will you pursue overseas? Usui SEGA will curb risk while heightening the probability of success. The Amusement Machine Sales Business segment and the Amusement Center Operations segment are facing Aiming to contain risk and increase the likelihood of success, we will form alliances with partners based on our business needs. For example, we have tough business conditions. What is your basic strategy A. In the long term, we have to develop businesses overseas to grow concluded an entertainment facilities licensing agreement with a developer for these segments? in the United Arab Emirates, Emaar Malls Group. We cut the tape on our Usui SEGA will continue taking measures aimed at invigo- first indoor entertainment facility based on this agreement, SEGA REPUBLIC, rating Japan’s market while stepping up the development in a large shopping mall in Dubai in spring 2009. Because such businesses of overseas business. are licensing businesses, they promise stable revenue generation without For the Amusement Machine Sales Business segment, which the shrinking enlarging our balance sheet. In initiatives to develop the Amusement of Japan’s amusement center market is affecting, we will adopt a strategy Machine Sales Business segment overseas, we aim to redouble efforts in emphasizing coexistence and coprosperity with amusement center opera- Asia’s markets, which have particularly large potential demand. To this end, tors. For BORDER BREAK, launched in fiscal 2010, we incorporated a reve- we will form tie-ups with local companies in Taiwan in China. As well as ful- nue-sharing business model that uses ALL.Net network service. This not ly exploiting SEGA’s brand power, these alliances with local companies will only reduces amusement center operators’ initial investment, it stabilizes cover not only production and sales but also development, thereby realiz- SEGA’s customer base and revenues. Through widespread introduction ing product appeal and cost competitiveness that will win in local markets. Breakdown by Title of Revenue-sharing Revenue FY 2009 Title 2010 2011 (Plan) Overseas Licensing Business Model that Curbs Risk and Secures Stable Earnings Granting licenses/providing facility development and Overseas Business operationLicensing expertise/machine salesModel that Curbs Risk and Secures Stable Earnings Virtua Fighter 5 series Overseas amusement center operators facility developmentcompanies Answer × Answer network quiz game series Granting licenses/providing facility development and Development/ operation expertise/machine funding/operationalsales management BORDER BREAK Overseas amusement indu Shining Force Cross License revenue/ machine sales revenue HATSUNE MIKU Project DIVA Arcade Percentage* Approx. 4% Approx. 10% Approx. 13% SEGA REPUBLIC * Revenue from the utilization of revenue-sharing titles as a percentage of revenue from amusement arcade machines and prize game machines in Japan’s market SEGA SAMMY HOLDINGS ANNUAL REPORT 2010 23 DE T ER M I N AT IO N Feature Exploiting Intellectual Properties to the Utmost Concerted Strategic Use of Intellectual Properties Begins Using character intellectual properties strategically will create a chain of profit-making opportunities. The SEGA SAMMY Group has begun concentrating on strategies that will bring its combined strength to bear on developing entertainment businesses. Here’s a close-up of the organization leading this effort, the SEGA SAMMY Group Character Licensing Subcommittee, and the steps it is taking. Establishing the Character Licensing Subcommittee When developing an entertainment business, vigorously capitalizing on character intellectual properties is a key differentiating factor. In recent years, strategic use of intellectual properties has become even more important as growth in Japan’s market has slowed due to low birth rates. For example, we can increase profit-making opportunities by exposing customers to character intellectual properties at a range of points of contact in order to “lock in” customers or by rolling out character intellectual properties globally through a range of media. The SEGA SAMMY Group boasts an abundance of highly appealing character intellectual properties such as Sonic. Until now, however, intellectual properties have been scattered across Group companies, with each company taking separate measures to increase the value of intellectual properties. Seeking closer collaboration among Group companies in order to fully realize the potential of its precious management resources, the Group established the SEGA SAMMY Group Character Licensing Subcommittee in April 2008. Already, the subcommittee has initiated concrete measures for BAKUGAN, which is gaining popularity worldwide, and Lil’Pri, which SEGA and Shogakukan Inc. developed jointly. Going forward, the subcommittee will lead efforts to maximize the value of intellectual properties efficiently and effectively through collaborations among Group companies that lead to the joint development or mutual use of the broad spectrum of intellectual properties that the SEGA SAMMY Group owns. Further, the subcommittee will develop and foster new intellectual properties, acquire powerful intellectual properties from outside the Group, and reinforce tie-ups with business partners. Such efforts will give the subcommittee a major role in bedding down charactermerchandising structures throughout the Group. 24 Members of the SEGA SAMMY Group Character Licensing Subcommittee セガサミーグループキャラクターライセンス委員会 SEGA CORPORATION Development/manufacturing/sale of Sammy Corporation amusement arcade machines Development/manufacturing/sale of Operation of amusement centers pachinko and pachislot machines Development/sale of game software TMS ENTERTAINMENT, LTD. Planning/production/sale of animation/animated movies Advancing multifaceted development of content through collaboration among 5 mainstay Group companies SEGA TOYS CO., LTD. Development/manufacturing/ sale of toys Sammy NetWorks Co., Ltd. Distribution of content for mobile phones Role of the Subcommittee 1. Mutual use of existing intellectual properties among Group companies 2. Development / fostering of new intellectual properties 3. Discovery/acquisition of powerful intellectual properties outside the Group セガサミーグループキャラクターライセンス委員会 We will consolidate character intellectual properties and strengthen collaboration within the Group. Aiming to facilitate concerted efforts within the Group to maximize the value of character intellectual proper(株)セガ SEGA SAMMY HOLDINGS and five mainstay サミー(株) ties and develop and foster new character intellectual properties,アミューズメント機器の開発・製造・販売 アミューズメント施設の運営 遊技機の開発・製造・販売 Group companies established the SEGA SAMMY Group Character Licensing Subcommittee in April 2008. ゲームソフトの開発・販売 The subcommittee plays a central role in enabling mutual use of Group companies’ appealing character intellectual properties by encouraging collaboration among Group companies in planning, product commer- グループ主要 5社が連携して、 new characters and discovering and acquiring character intellectual properties outside the Group or acquiring マルチコンテンツ (株)セガトイズ product commercialization rights. 玩具の開発・製造・販売 展開を推進 cialization, sales promotion, and marketing. The subcommittee’s other tasks include developing and fostering A subcommittee meeting (株) トムス・エンタテインメント アニメーション・映画の企画・制作・販売 SEGA SAMMY HOLDINGS ANNUAL REPORT 2010 25 DE T ER M I N AT IO N Feature BAKUGAN Strengthening Operations in Japan−Bakugan LLP BAKUGAN is a toy that SEGA TOYS CO., LTD., and Spin Master Ltd., a toy manufacturer headquartered in Canada, developed jointly. Our customers can watch animation and buy products related to BAKUGAN in roughly 120 countries. On its own, the toy is a major hit, with 180 million units sold since launch. In November 2009, seeking to tap the burgeoning potential of BAKUGAN content in Japan’s market, five SEGA SAMMY Group companies jointly invested in and established Bakugan Limited Liability Partnership (Bakugan LLP). With overall control of production and merchandising for the BAKUGAN business in Japan, Bakugan LLP is forging collaborations among Group companies. Multiplying Value through Cross-Media Strategies For BAKUGAN, we are moving forward with a cross-media strategy covering toys that combine cards and BAKUGAN, animation, kids’ card games, and a range of licensed products. As of June 18, 2010, we had granted licenses to 20 companies, and this number continues to grow. Also, we are creating synergies among these products. For example, licensed products are packaged with cards usable in the kids’ card game machine BAKUGAN Arcade Battlers, released in July 2010, as well as with toys. At the same time, we are advancing various initiatives to expand the BAKUGAN fan base. These include familiarizing people with how to play BAKUGAN by holding teaching events and competitions throughout Japan. Lil’Pri Pursuing an Array of Profit-Making Opportunities Lil’Pri is content for girls that SEGA and Shogakukan developed jointly. Deriving its name from an abbreviation of “little princess,” Lil’Pri is a treasure trove of things little girls love, such as songs, dances, fashion, magic, and celebrities. We are optimizing the value of character intellectual properties through multifaceted development of content. Working in collaboration, the SEGA SAMMY Group and the Shogakukan Group are installing kids’ card games at amusement centers, marketing toys, launching software for Nintendo DS, releasing serialized comics, producing animation, and creating tie-ups with celebrities. 26 Toys When playing BAKUGAN, players use their fingers to shoot BAKUGAN plas- Games tic balls over cards, which transform the balls into figures instantaneously. We unveiled BAKUGAN kids’ card game machines Players then compete for the cards. The player with the best shooting tech- in July. The cards that the machines pay out nique and card strategy wins. Because there are 120 types of BAKUGAN are not only usable in the kids’ card game but and 200 kinds of cards, players can develop unique playing styles and skills also in BAKUGAN toy battles. Linking kids’ card and enjoy an almost infinite variety of battles with opponents. games and toys adds even more ways to enjoy PC/Mobile Phone Content A dedicated web site is packed with every- BAKUGAN. Moreover, we plan to launch software for Nintendo DS in December. thing players need to know about BAKUGAN, including information on BAKUGAN playing methods, explanations of terminology, a blog by BAKUGAN master Moetaro Honoo, event Related Goods information, and new product information. Helping the popularity of BAKUGAN snow- Animation ball, companies outside the Group market At present, 25 TV stations, including TV an extensive range of licensed products. TOKYO Corporation affiliates, air Bakugan Various goods tie in with BAKUGAN by Battle Brawlers: New Vestroia. Our multime- including BAKUGAN cards usable in kids’ dia roll-out strategy is a major reason why card game amusement arcade machines BAKUGAN captivates kids. In the same month as new characters appear in the animation series, we launch corresponding toys. and toys. © SEGA TOYS/SPIN MASTER/BAKUGAN 2 PROJECT • TX © 2010 Activision Publishing, Inc. Activision is registered trademark of Activision Publishing, Inc. All rights reserved. Published in Japan by SEGA under license from Activision. Toys Animation SEGA TOYS offers toys for dress- Six TV TOKYO affiliates and other TV up games and role-playing games stations began broadcasting the Hime featuring the fashion items that Chen! Otogi Chikku Idol Lil’Pri anima- the main characters wear in the animation series. The toys include original cards usable in kids’ card TV stations, including six TV TOKYO affiliates, are currently showing the Hime Chen! Otogi Chikku Idol Lil’Pri animation series. tion series from April 2010. game machines. PC/Mobile Phone Content Games We have launched an official web site that en- Achieving high utilization rates, ables fans to the check latest information on Lil’Pri−Yubi Puru Hime Chen! is a kids’ card game Lil’Pri games, comics, and goods. In addition, a machine featuring a dress-up game and a rhythm web site for mobile phones in- game. Impressive upper and lower monitors and cludes a rich lineup of content, panels that cause the screens to vibrate when play- ringtones, and wallpaper linked to ers touch them differentiate this machine. August kids’ card game machines. saw the debut of software for Nintendo DS, Lil’Pri− © SEGA © SEGA SHOGAKUKAN JINNA MAI © SSJ/LilPri-Project, TV TOKYO DS Hime Chen! Apple Pink, which enables players to enjoy original stories. SEGA SAMMY HOLDINGS ANNUAL REPORT 2010 27 DE T ER M I N AT IO N Bird’s eye view SEGA SAMMY Group in the Entertainment Industry Billions of yen Net Sales 1 Nintendo Billions of yen Operating Income 1 1,434.3 % Operating Margin 1 Nintendo 356.5 SANKYO 25.0 SEGA SAMMY 384.6 SANKYO 55.7 Nintendo 24.9 NAMCO BANDAI 378.5 SEGA SAMMY 36.7 SQUARE ENIX 14.7 KONAMI 262.1 SQUARE ENIX 28.2 SEGA SAMMY 9.5 SANKYO 222.6 KONAMI 18.6 CAPCOM 8.4 SQUARE ENIX 192.2 CAPCOM 5.5 KONAMI 7.1 CAPCOM 66.8 Heiwa 3.7 Heiwa 5.9 Heiwa 63.3 NAMCO BANDAI 1.8 NAMCO BANDAI 0.5 % ROE 1 % ROA 1, 2 Billions of yen Market Capitalization 4 Nintendo 17.7 Nintendo 20.4 Nintendo Heiwa 13.0 SANKYO 12.4 SANKYO 451.3 SQUARE ENIX 11.5 SEGA SAMMY 320.6 SANKYO 9.1 SEGA SAMMY 8.8 Heiwa 9.1 KONAMI 258.7 KONAMI 7.3 SEGA SAMMY 8.5 SQUARE ENIX 235.8 SQUARE ENIX 6.3 CAPCOM 5.7 NAMCO BANDAI 227.7 CAPCOM 3.8 KONAMI 3 5.7 CAPCOM 119.5 NAMCO BANDAI 0.6 Heiwa NAMCO BANDAI –12.4 % Share of Pachinko Machine Unit Sales 5 % Share of Pachislot Machine Unit Sales 5 95.9 Billions of yen Amusement Machine Unit Sales 1 Company S 18.0 SEGA SAMMY 21.3 SEGA SAMMY 45.1 Company S 17.2 Company S 13.6 NAMCO BANDAI 44.0 Company K 12.8 Company U 13.1 KONAMI 32.8 Company N 11.9 Company Y 9.5 CAPCOM 2.2 SEGA SAMMY 10.8 Company K 7.8 Company H 5.1 Company H 5.7 Company D 5.0 Company D 4.6 Company F 4.7 Company A 3.9 Billions of yen Amusement Center Operation Sales 1 Millions of units Unit Sales of Home Video Game Software (Global) ROUND ONE 82.1 SEGA SAMMY 26.7 NAMCO BANDAI 65.3 SQUARE ENIX 26.6 SEGA SAMMY 54.7 NAMCO BANDAI 22.7 SQUARE ENIX 6 52.2 KONAMI 20.2 12.5 AEON Fantasy 43.7 CAPCOM ADORES 7 19.5 TECMO KOEI CAPCOM 11.9 TECMO KOEI 5.7 3.3 Note: The above is intended to give an idea of the Group’s position in the industry and only covers companies for which information can be obtained from published documents, such as listed companies or over-the-counter (OTC) companies. Because there are unlisted companies that do not disclose information, this is not a completely accurate industry ranking. 1 Respective companies’ most recent settlement data. Source: Respective companies’ published documents 2 ROA = Ordinary income ÷ Total assets 3 Calculated using net income before incomes taxes because KONAMI uses U.S. GAAP 4 Source: Calculated by the Company based on the closing prices at respective stock exchanges on March 31, 2010 5 2009. Source: Yano Research Institute Ltd. 6 “Amusement operations” including amusement centers and amusement arcade machines 7 Amusement center operations 28 4,434.2 Mainstay Businesses — Size of Related Markets and Our Position The size of represents the size of the market and the Group’s sales Pachinko machine market size ¥978.9 billion 1 Pachinko Machine Business The Group’s sales ¥103.1 billion Pachislot machine market size ¥225.8 billion 1 Pachislot Machine Business The Group’s sales ¥51.7 billion Amusement arcade machine market size ¥196.2 billion 1 Amusement Machine Sales Business 1 The Group’s sales ¥45.1 billion (including overseas sales of ¥6.2 billion) Amusement center operations market size ¥573.1 billion 1 Amusement Center Operations 1 The Group’s sales ¥54.7 billion (including overseas amusement center sales of ¥5.4 billion) Home video game software market size ¥2,271.9 billion 2 Home Video Game Software Business The Group’s sales 2 ¥77.5 billion 1 Japan’s market size 2 Global market size Sources: Pachinko machine market size, pachislot machine market size (fiscal 2010): Yano Research Institute Ltd. Amusement arcade machine market size, amusement centers operations market size (fiscal 2009): JAMMA, AOU, NSA, Amusement Industry Survey 2008 Home video game software market size (2009): Famitsu Game White Paper 2010 SEGA SAMMY HOLDINGS ANNUAL REPORT 2010 29 DE T ER M I N AT IO N Establishing an Unshakable Market Position Overview by Business Segment Pachinko and Pachislot Machine Business Composition of Net Sales The pachislot machine business will concentrate efforts on devel- ¥160.3 billion oping machines with gameplay that will revitalize the market. 41.7% In the pachinko machine business, we intend to heighten our presence by strengthening development capabilities and brand Pachislot Machine Business 13% ¥51.7 billion power even further. For details on market trends, please refer to the supplementary “INFORMATION” document. Pachinko Machine Business 27% ¥103.1 billion Building a business platform that to development processes in order to further generates stable earnings bolster development capabilities. Another Accounting for approximately 41% of consoli- distinctive feature of this business segment is dated net sales, the Pachinko and Pachislot its ability to cater to diversifying user needs Machine Business segment is the SEGA through a multi-brand strategy based on SAMMY Group’s earnings driver. The business Sammy, RODEO Co., Ltd., TAIYO ELEC Co., ▶ segment’s core operating company, Sammy Ltd., and GINZA CORPORATION. Corporation, maintains a solid position as a Operating income leader in the pachislot machine market. Re- market, earnings conditions are undergoing ¥29.5 billion leased in 2004, the pachislot machine Hokuto dramatic change due to regulatory revision. No Ken shipped 620,000 units, setting an in- Therefore, we aim to build an earnings struc- Pachislot machine unit sales dustry record for unit sales. Meanwhile, the ture durable enough to function amid such 162,000 units pachinko machine business has built brand change. To this end, we will establish a system power and rapidly carved out one of the largest in which the pachinko machine business and shares of the pachinko machine market. the pachislot machine business generate stable hit products as well as enhance cost competi- Other 1% ¥5.5 billion Fiscal 2010 Business Results Overview Net sales ¥160.3 billion ▶ ▶ Down 0.8% year on year Up 103.1% year on year Up 32.2% year on year Pachinko machine unit sales 360,000 units ▶ Down 8.1% year on year Enabling these stable earnings, the tiveness by reducing costs and shortening pro- ty and development capabilities that constantly duction lead times. Pachinko board sales ratio 69.1% ent, it is strengthening collaboration between Up 58.6 percentage points In the pachinko and pachislot machine strengths of this business segment are creativi- generate fresh types of entertainment. At pres- ▶ 30 Basic Information development divisions and marketing divisions as well as introducing rigorous quality checking Net Sales Operating Income/Operating Margin Billions of yen Billions of yen Pachinko and Pachislot Machine Unit Sales % Thousands of units % 240 80 40 800 80 180 60 30 600 60 120 40 20 400 40 60 20 10 200 20 0 07 08 09 ■■ Net sales 10 160.3 11 FY 0 07 08 09 10 11 FY 0 0 07 08 09 10 11 200.0 ■■ Operating income (left) 29.5 35.0 ■■ Pachinko machines (left) 360 410 Plan ● Operating margin (right) 18.4 17.5 ● Pachinko board sales ratio (right) 69.1 30.4 Plan ■■ Pachislot machines (left) 160 FY 0 210 Plan FY 2010 Overview Earnings rise significantly thanks to AN increase in pachislot machine unit sales, for 10.8% of the pachinko machine market, down AN IMPROVEMENT in pachinko board sales from 11.7% for the previous year, and 21.3% of the up RATIO, and cost reduction pachislot machine market, up from 13.5% for the The pachinko machine business saw unit sales de- previous year. cline 8.1% year on year, to 360,000 units, which was partly attributable to the absence of the contri- the profit margin. These included reducing cost of bution to sales that the hit product Pachinko CR sales and operating expenses by withdrawing from Hokuto No Ken made in the previous fiscal year. the unprofitable pachinko and pachislot machine Consequently, the business recorded an 11.5% peripheral business, lowering part procurement year-on-year decrease in net sales, to ¥103.1 billion. costs centered on LCDs, and revising pricing strate- Nevertheless, sales of flagship titles remained solid. gies for pachinko machines and pachislot machines. Pachinko CR SOUTEN-NO-KEN sold 94,000 units, In particular, stepped-up sales efforts for pachinko while Pachinko CR Sengoku Ranbu Aoki Dokugan boards, which reduce the capital investment burden shipped more than 50,000 units. Ongoing strength- on pachinko hall operators, contributed to improved ening of development capabilities is steadily raising profitability. As a percentage of pachinko machine the level of unit sales across a range of key titles. business unit sales, pachinko board sales rose from the previous fiscal year’s 10.5% to 69.1%. Regarding the pachislot machine business, For 2009, the SEGA SAMMY Group accounted In earnings, multifaceted initiatives improved Pachinko CR SOUTEN-NO-KEN © 2001 Buronson & Tetsuo Hara Approved No. SAG-309 © Sammy Also, with our sights set on the current fiscal Pachislot Psalms of Planets Eureka Seven, which incorporates popular animation, recorded 56,000 year and onward, we strategically reorganized unit sales and helped reactivate a market that has businesses. For example, we merged with Sammy stagnated since the 2004 regulatory revision. Rental Services Co., Ltd., following the ending of Despite strategically postponing the release of rental plans for pachislot machines. And, GINZA certain major titles until the current fiscal year, the CORPORATION, responsible for one arm of business posted year-on-year increases of 32.2% our multibrand strategy, became a wholly owned in total unit sales, to 162,000 units, and 53.0% in subsidiary. net sales, to ¥51.7 billion. As a result of these efforts, although net sales edged down 0.8% year on year, to ¥160.3 billion, operating income was up 103.1% year on year, to ¥29.5 billion. The operating margin improved 9.4 percentage points from the previous fiscal year, Pachislot Psalms of Planets Eureka Seven © 2005 BONES / Project EUREKA • MBS © Sammy © 2009 NBGI to 18.4%. SEGA SAMMY HOLDINGS ANNUAL REPORT 2010 31 DE T ER M I N AT IO N Pachinko and Pachislot Machine Business FY 2011 Outlook and Strategy Target higher revenues and earnings business plans to introduce 12 titles, including SEGASAMMY by steadily building up unit sales and the major Sammy-brand title Pachinko CR Hokuto No Ken Raoh. As a result, the business Insight reducing costs The pachinko machine market is showing signs aims to grow unit sales 50,000 units, to Pachinko Machine Boards of slight deceleration. This is because casual 410,000 units, and achieve a 25.6% rise in Pachinko machines comprise two parts: frames players are leaving the market as installations net sales, to ¥129.5 billion. For the current fis- and boards. Controlling the paying out of of pachinko machines with a strong gambling cal year, although pachinko board sales as a pachinko balls, the frame has attached to it a element increase. At the same time, the growth percentage of pachinko machine business handle, a glass frame unit, and speakers. The of the “one yen pachinko” market, aimed at sales are likely to decline year on year due to board comprises LCDs, tulip-shaped devices, broadening customer bases, is reducing the introduction of new-model pachinko and numerous pins. The board incorporates pachinko halls earnings and thereby curbing frames from the launch of Pachinko CR Hokuto many electronic components, such as boards machine replacement. On the other hand, unit No Ken Raoh onward−in order to heighten and sensors that control gameplay, including sales per title and utilization rates indicate that quality and security−the business will maintain images and win chances presented by the the pachislot machine market has bottomed its profit margin by reducing part procurement pachinko machine’s LCDs, and payouts. The out. Following the 2004 regulatory revision, this costs and reusing parts rigorously. boards give pachinko machines their distinctive market slumped. However, products compliant with the current regulations and popular ing a 47,000-unit increase in unit sales, to continuously for certain periods, pachinko hall among customers are entering the market. In 210,000 units, and a 22.8% rise in net sales, operators can purchase pachinko boards and at- light of these market trends, for fiscal 2011 the to ¥63.5 billion. For fiscal 2011, the business tach them to frames installed at pachinko halls. Pachinko and Pachislot Machine Business seg- has slated 13 titles for marketing, including the The price of a pachinko board is less than the ment is targeting year-on-year increases of mainstay Sammy-brand title Pachislot SOUTEN- price of an entire machine. This arrangement 24.8% in net sales, to ¥200.0 billion, and NO-KEN. In conjunction with these efforts, we meets the needs of pachinko hall operators 18.6% in operating income, to ¥35 billion. intend to enhance the profit margin by reusing looking to hold down capital expenditures. For parts, particularly those related to LCDs, which manufacturers, sales of pachinko boards not account for a large proportion of costs. only offer higher profit margins than sales of Looking at individual businesses and strat- egies, in fiscal 2011 the pachinko machine The pachislot machine business is target- characteristics. Because frames can be used machines, but also help maintain the manufacturer’s share of machine installations. This is an efficient business model for both pachinko hall operators and pachinko machine manufacturers. Boards Pachislot SOUTEN-NO-KEN © 2001 Buronson & Tetsuo Hara Approved No. SAH-310 © Sammy 32 Pachinko CR Hokuto No Ken Raoh © Buronson & Tetsuo Hara/NSP 1983 © NSP 2006 Approved No. SAF-308 © Sammy Frame DE T ER M I N AT IO N Leading Market Revitalization Overview by Business Segment Amusement Machine Sales Business BORDER BREAK © SEGA Composition of Net Sales We are committed to developing products that increase investment ¥45.1 billion efficiency for amusement center operators, providing stable long-term 11.7% earnings for the Group, and broadening user-base in the market. Domestic Amusement Machine Sales Business 10% ¥38.9 billion Overseas Amusement Machine Sales Business 2% ¥6.2 billion Fiscal 2010 Business Results Overview Net sales For details on market trends, please refer to the supplementary “INFORMATION” document. Basic Information Focusing on developing products that uses the ALL.Net network service to link amuse- exploit advanced technologies and ment centers. In a similar vein, we have been stimulate the market promoting standardized cabinets that enable Its considerable share of amusement arcade ma- amusement center operators to changeover to chine sales make this segment a major manufac- new products rapidly and at low cost. turer. An unerring ability to develop novel products is its greatest strength. Over many years, FY 2010 Overview it has generated demand by creating a spectrum Improving profitability through a range of new genres. The business segment has a par- of measures to reduce costs Operating income ticularly large lead in the market for the develop- In fiscal 2010, the segment’s net sales declined ¥7.0 billion ment of large, high-value-added machines 27.1%, to ¥45.1 billion, due to the absence of differentiated from home video game consoles. the previous fiscal year’s major title launches. Another strength is an extensive lineup of prod- However, operating income rose 3.0% year on ucts that not only cater to high-frequency players year, to ¥7.0 billion, and the operating margin but also appeal to families and a broad base of improved 4.6 percentage points, to 15.7%. R&D other players. expenses and content production expenses de- creased from ¥11.4 billion for the previous fiscal ¥45.1 billion ▶ ▶ Down 27.1% year on year Up 3.0% year on year R&D expenses/content production expenses ¥7.8 billion ▶ Down 31.6% year on year Facing a flat amusement center market in recent years due to the downturn in consumer year to ¥7.8 billion. Further, we reduced costs by spending, we have turned to leading-edge tech- adopting standardized cabinets, introducing new nology to reactivate the market by improving multipurpose computer graphics boards for ar- amusement center operators’ investment effi- cade games−RINGEDGE and RINGWIDE, which ciency. At the same time, we have concentrated reduce costs more than 30% compared with our on building an earnings platform that will main- previous computer graphics boards−and lowering tain and expand our customer base while stabiliz- part procurement costs. ing earnings over the long term. An example of initiatives to revitalize the market is our introduc- a revenue-sharing business model, enjoyed favor- tion of a revenue-sharing business model that able utilization and grew revenues. By fiscal In fiscal 2010, BORDER BREAK, which uses SEGA SAMMY HOLDINGS ANNUAL REPORT 2010 33 DE T ER M I N AT IO N Net Sales Operating Income/Operating Margin Billions of yen Billions of yen R&D and Content Production Expenses % Billions of yen % 80 12 20 16 20 60 9 15 12 15 40 6 10 8 10 20 3 5 4 5 0 0 0 07 08 09 ■■ Net sales 0 10 11 45.1 53.0 ■■ Operating income (left) Plan ● Operating margin (right) FY 07 08 09 10 11 7.0 5.5 15.7 10.4 FY Plan 07 08 09 10 11 FY 0 ■■ R&D and content production expenses (left) ● % of net sales (right) 7.8 8.5 17.3 16.0 Plan SEGASAMMY Insight Reactivating the Amusement Market SEGA is promoting revenue-sharing in which it provides cabinets at low prices and content without charge and then shares revenues from machine utilization with amusement center operators. This business model uses SEGA’s ALL.Net network service. While this enables amusement center operators to introduce amusement arcade machines with a minimal initial investment, SEGA can secure a continuous flow of earnings by maintaining the market value of content, rather than only receiving revenues from machine sales. We are energizing the industry. For example, we are furthering the penetration of standardized cabinets that allow the flexible, low-cost marketing of products as well as providing new multipurpose computer graphics boards for arcade games−RINGEDGE and RINGWIDE −which enable us to develop amusement arcade machines more efficiently. Revenue-sharing business model focused on coexistence and coprosperity with amusement center operators Game users ③ ① Revenues shared in accordance with machine utilization Cabinets supplied at low prices, content provided without charge ② Play fees Amusement center operators year-end, four amusement arcade machine titles year and market five new titles that exploit highly were operating under the revenue-sharing busi- appealing content, including BAKUGAN and ness model. These titles are helping generate sta- Transformers. ble earnings. In addition, kits for upgrading such mainstay titles as SEGA Network Mah-jong MJ4 in the Japanese market, strategies focused on Evolution sold solidly. Asian markets and China in particular are critical if this business segment is to grow earnings over FY 2011 Outlook and Strategy the medium-to-long term. Target further incorporation of revenue-sharing business model leading development expertise accumulated Challenging conditions are likely to persist in the over many years and brand power in overseas amusement industry, due to the downturn in markets to develop products that reflect game- consumer spending since the emergence of con- play preferences and characteristics, and price fusion in financial markets as well as the continu- competitiveness in each market. In these efforts, ing difficulty amusement center operators are we will look at efficient and effective ways of join- Accordingly, we will bring to bear industry- having in raising funds. Therefore, this business ing forces with overseas local companies for segment views continuing to heighten investment product development, production, and sales. efficiency for amusement center operators while stabilizing earnings over the long term as a key targeting a 17.5% year-on-year increase in net strategy going forward. In fiscal 2011, the busi- sales, to ¥53.0 billion, due to the transfer of the ness segment plans to market an amusement ar- kids’ card game business from the Amusement cade machine version of HATSUNE MIKU Project Center Operations segment to the Amusement DIVA, which was very well received in fiscal 2010. Machine Sales Business segment. Meanwhile, This new offering, HATSUNE MIKU Project DIVA we anticipate a 21.4% year-on-year decline in Arcade, will use the same content and be based operating income, to ¥5.5 billion, resulting from on a revenue-sharing business model. We intend the equalization of R&D expenses and content to step up such initiatives that create synergies production expenses recognition−due to the through the multiple deployment of content in elimination of the effect of a change in the collaboration with the Consumer Business seg- accounting standard relating to the expenses− ment. Also, in the fall the business segment plans and an increase in cost of sales and operating to launch SENGOKU TAISEN as a major trading expenses. R&D expenses and content production card game, an area where the Group has out- expenses are expected to increase 9.0% year standing competitiveness. In fiscal 2011, the kids’ on year, to ¥8.5 billion. card game business * will increase the utilization * From fiscal 2011, the kids’ card game business was transferred from the Amusement Center Operations segment to the Amusement Machine Sales Business segment. of the eight titles marketed in the previous fiscal 34 Amid the continuing severity of conditions For fiscal 2011, the business segment is DE T ER M I N AT IO N Strengthening Profit Structures Overview by Business Segment Amusement Center Operations Number of Amusement Centers in Japan/ Net Sales from Existing Amusement Centers Operating Loss/Capital Expenditures and Depreciation and Amortization Centers % Billions of yen 600 110 20 450 100 10 300 90 0 150 80 –10 0 –20 0 07 08 09 10 11 260 248 ● Existing amusement center sales (right) 91.7 95.8 Plan ■■ No. of amusement centers (left) FY 07 08 09 10 11 –1.3 –1.5 ■■ Capital expenditures 7.7 6.6 ● Depreciation and amortization 8.2 ■■ Operating loss 6.9 Plan Composition of Net Sales Aiming to achieve profitability at an early stage by revising its ¥54.7 billion amusement center portfolio and strengthening operations. 14.2% FY For details on market trends, please refer to the supplementary “INFORMATION” document. Domestic Amusement Center Operations 13% ¥49.3 billion Basic Information Various amusement center formats and Overseas Amusement Center Operations 1% ¥5.4 billion collaboration with the Amusement centers were below the previous fiscal year, Machine Sales Business segment are this earnings began to improve. Operating loss con- Although net sales of existing amusement business segment’s strengths tracted from ¥7.5 billion to ¥1.3 billion, due to Nationwide, SEGA operates a diverse network of the curbing of capital expenditures by revising amusement center formats to suit different loca- our amusement center portfolio and limiting Fiscal 2010 Business Results Overview tions, including TOKYO JOYPOLIS, SEGA WORLD, amusement center openings, lowering deprecia- Net sales and CLUB SEGA. Coordinating with the Amuse- tion, reducing personnel expenses, and heighten- ¥54.7 billion ment Machine Sales Business segment, this seg- ing operational efficiency. ▶ Down 23.2% year on year ment is trying to attract a wider customer base. Due to contraction of the market, it is revising FY 2011 Outlook and Strategy ¥—1.3 billion its amusement centers portfolio and increasing Continue and intensify measures to efficiency to move into the black rapidly. improve profitability ▶ Operating income (loss) Improved ¥6.1 billion year on year Amusement centers in Japan 260 centers ▶ Down 62 from previous fiscal year-end TOKYO JOYPOLIS In fiscal 2011, despite some signs of bottoming, FY 2010 Overview overall the industry will likely see harsh conditions Enhancing earnings by reforming our continue. We project net sales will decline 19.6%, amusement center portfolio to ¥44.0 billion, while operating loss remains at Continuing from fiscal 2009, this business seg- ¥1.5 billion. We will continue closing or selling ment fortified earnings structures by closing or amusement centers with inadequate profitability or selling amusement centers in Japan with inade- potential. The business segment plans to open five quate profitability or potential. In fiscal 2010, we amusement centers and close 17. Amusement opened four amusement centers and closed or centers in Japan at fiscal year-end will be 248, sold 66. By fiscal year-end, we had 260 amuse- down 12 from the previous fiscal year-end. We are ment centers in Japan, down 62 from the previ- targeting a 4.2% decrease in existing amusement ous fiscal year-end. To boost profitability, we center net sales. We aim to continue reforming closed eight amusement centers in North America. our amusement center portfolio and reinforcing Consequently, net sales declined 23.2%, to ¥54.7 operations to improve earning capabilities. billion. SEGA’s existing amusement centers in Note: From fiscal 2011, the kids’ card game business was transferred from the Amusement Center Operations segment to the Amusement Machine Sales Business segment. Japan saw net sales decrease 8.3% as consumer spending slumped. SEGA SAMMY HOLDINGS ANNUAL REPORT 2010 35 DE T ER M I N AT IO N Creating Entertainment with Unconventional Ideas Overview by Business Segment Consumer Business Composition of Net Sales This business segment will improve profitability by increasing ¥121.5 billion development efficiency in the home video game software business 31.6% and advancing multimedia roll-outs of intellectual properties Home Video Game Software Business 20% ¥77.5 billion Network Games and Other Business For details on market trends, please refer to the supplementary “INFORMATION” document. Basic Information Home Video Game Software Business Selecting and concentrating titles for responsible for the online and mobile content development business. SEGA provides a diverse range of game SEGA CORPORATION’s home video game soft- content that is used for smartphones and other ware business accounts for 60% of the Consum- mobile phones and online through PCs. The er Business segment’s net sales. This business is mainstay services that Sammy NetWorks pro- pursuing a multiplatform strategy that entails pro- vides are the online game for PCs, 777 Town. viding software for a wide range of platforms. net, and content for mobile phones, Sammy Owning a large array of such intellectual proper- 777 Town. Operating income ties as Sonic the Hedgehog, the business boasts ¥6.3 billion particularly powerful brand appeal overseas. In business. SEGA TOYS is a fabless company, the European market, the business includes the meaning it does not have production facilities. It major development studio SPORTS INTERACTIVE has built a distinctive position by developing and Ltd., which develops the Football Manager se- marketing unique products that go beyond the ▶ • Toy sales business • Online and mobile content business • Animation business through Group companies. Down 9.2% year on year ries, and The Creative Assembly Ltd., responsible limits of the toy industry. In particular, BAKUGAN, for the Total War series. By concentrating our which SEGA TOYS developed with the Canadian R&D expenses/content production expenses management resources on titles that promise re- toy manufacturer Spin Master Ltd., is expanding liable returns, we are furthering development effi- its fan base. In the United States, BAKUGAN won ciency and improving earnings. the 2009 Toy of the Year Award and claimed the 11% ¥44.0 billion Fiscal 2010 Business Results Overview Net sales ¥121.5 billion ▶ ▶ Down 7.4% year on year Moved into the black Home video game software unit sales 26.7 million ¥19.6 billion ▶ Down 40.2% year on year SEGA and Sammy NetWorks Co., Ltd., are SEGA TOYS CO., LTD., operates the toy sales Boys Toy of the Year Award for two consecutive 36 Network Games and Other Business years. In around 120 countries, animation based Operating companies establishing on BAKUGAN is broadcast and related products unique positions in their business areas are available. This business mainly comprises the online and mobile content business, the toy sales business, pany TMS ENTERTAINMENT, LTD., is engaged in and the animation business. the production of many major products that have The animation business’ core operating com- Net Sales Operating Income (loss)/Operating Margin Billions of yen Billions of yen R&D and Content Production Expenses % Billions of yen 160 10 10 40 120 5 5 30 80 0 0 20 40 –5 –5 10 –10 0 0 07 08 09 10 11 –10 FY 07 08 09 10 11 7.0 ■■ Home video game software business 77.5 52.9 ■■ Operating income (loss) (left) 6.3 ■■ Network games and other business 47.1 ● Operating margin (right) 5.2 44.0 Plan FY 07 08 09 10 ■■ R&D and content production expenses 19.6 11 FY 18.1 Plan 7.0 Plan earned worldwide acclaim, including Lupin the 10.6% year on year, to ¥44.0 billion, mainly 3rd and Detective Conan. This company is due to lackluster toy sales in Japan reflecting a growing earnings by developing the licensing slump in consumer spending. business in addition to the planning and pro- duction of quality animation. Further, we estab- achieved operating income of ¥6.3 billion, lished SEGA SAMMY VISUAL ENTERTAINMENT compared with an operating loss of ¥0.9 billion INC. (which changed its name to MARZA for the previous fiscal year. This improvement ■ 遊技機事業 In earnings, the business segment パチンコ・パチスロ遊技機の販売台数の増加 ANIMATION PLANET INC. on July 1, 2010) 部材調達コストの低減 was principally thanks to a 40.0% year-on-year Insight Establishing a CGI Animation Studio Previously involved in the production of CGI animation for video games, the VE R&D Department has spun off from SEGA’s R&D パチンコ遊技機の盤面販売比率の上昇 Division to establish MARZA ANIMATION 価格戦略の見直し PLANET INC. as a wholly subsidiary of SEGA as a subsidiary for the planning, production, 周辺機器事業からの撤退による営業費用の削減 reduction in R&D expenses and content proand sales of CG animation around the world. duction expenses that resulted from narrowing ■ アミューズメント レベニューシェアによる配分収益の好調 機器事業 CVT*キット販売好調 down the number of titles for Japan and im- 研究開発費・コンテンツ制作費の削減 FY 2010 Overview■ アミューズメント SEGASAMMY proving development efficiency. 店舗ポートフォリオの見直し 施設事業 販管費や減価償却費を中心とした営業費用の削減 ■ コンシューマ事業 国内タイトル数の絞り込みによる開発の効率化 Home video game software business 研究開発費・コンテンツ制作費の削減 returns to profitability by streamlinHome Video Game Software Business ing the number of titles Earnings improve in Japan’s market, For fiscal 2010, the segment saw a 7.4% year- but struggle overseas on-year decrease in net sales, to ¥121.5 billion. The home video game software business sold Within the business segment, the home video 6.53 million units of Mario & Sonic at the game software business recorded a 5.6% year- Olympic Winter GamesTM for the U.S. market on-year decline in sales, to ¥77.5 billion, be- and the European market, its mainstay title cause it reduced titles for Japan’s market and in fiscal 2010. In Japan, the latest edition of postponed the launch of some titles to the the popular Ryu-Ga-Gotoku 4: Densetsu wo current fiscal year. Meanwhile, in the network Tsugumono series shipped 560,000 units. games and other business sales were down Further, marketed as a global title, BAYONETTA SAMMY HOLDINGS INC. As a CGI animation film studio, MARZA ANIMATION PLANET has set out providing “The Best Stories for Children around the World” as its management vision. The new company will take advantage of technology, systems, and a pipeline fostered in its years as the VE R&D Department to streamline large-scale production. MARZA ANIMATION PLANET is committed to delivering memorable experiences through characters and imaginary worlds that exploit state-of-the-art CGI technologies. sold 1.35 million units. © SEGA © 2008 SSVE Detective Conan: The Raven Chaser © 2009 Gosho Aoyama / DETECTIVE CONAN COMMITTEE BAYONETTA © SEGA SEGA SAMMY HOLDINGS ANNUAL REPORT 2010 37 DE T ER M I N AT IO N Consumer Business Mario & Sonic at the Olympic Winter GamesTM TM IOC. Copyright © 2009 International Olympic Committee (“IOC”). All rights reserved. SUPER MARIO characters © NINTENDO. SONIC THE HEDGEHOG characters © SEGA. For sales in Japan, aiming to balance the reintroduction of BAKUGAN to Japan. earnings size and development expenses appro- priately, we concentrated development and sales ness, Sammy NetWorks Co., Ltd., benefited from Operating online and mobile content busi- on titles likely to generate a certain level of unit a major contribution to earnings from mainstay sales and return. As a result, the business more pachinko and pachislot PC online game than halved the number of titles sold in Japan to 777Town.net. Another boost to earnings came 17 titles. Consequently, the profitability of sales from the dramatically enhanced profitability of in Japan improved markedly because develop- Sammy 777 Town content for mobile phones, ment efficiency increased and high-margin titles which resulted from changing over to a pay-per- accounted for a larger share of sales. Overseas, use business model. In addition, we withdrew however, sales struggled principally because new from the solutions business, which was unprofit- title sales slumped due to tough market condi- able, and built a system that concentrates man- tions characterized by flat consumer spending. agement resources on core businesses. Viewing In response to this change in overseas market expansion of the content market for smartphones conditions, the business closed a North American as a good opportunity to increase points of con- development subsidiary, Secret Level, Inc., and tact with customers, SEGA is stepping up efforts reorganized businesses in North America and to cater to such growing demand by drawing on Europe. Through this reorganization, we expect to the high-quality assets and development capabili- reduce the cost of sales and operating expenses ties that it has accumulated. roughly ¥2 billion for the current fiscal year. The animation business’s core operating company, TMS ENTERTAINMENT, LTD., saw pro- Ryu ga Gotoku 4: Densetsu wo Tsugumono © SEGA Network Games and Other Business duction revenues decline year on year due to its SEGA TOYS transfers to new business reduction of animated movies in accordance with management system, Sammy NetWorks initiatives to enhance profitability. Nevertheless, posts record earnings sales revenues remained firm due to higher roy- The core operating company of the toy sales alty revenues stemming from the popularity of business, SEGA TOYS CO., LTD., recorded solid BAKUGAN overseas and an increase in box-office sales overseas. In particular, sales of BAKUGAN- revenues due to the success of a movie-theater related products continued to grow worldwide. version of Detective Conan. Meanwhile, continuing to face challenging condi- 777Town.net © ASAO TAKAMORI · TETSUYA CHIBA / KODANSHA © Sammy 38 tions in Japan, SEGA TOYS closed an unprofit- FY 2011 Outlook and Strategy able subsidiary as part of efforts to select and Targeting lower revenues and higher concentrate businesses and products. Also, aim- earnings by streamlining overseas titles ing to rightsize its workforce to suit the current For fiscal 2011, the Consumer Business segment level of earnings, the company introduced a is targeting net sales of ¥100 billion, down voluntary early retirement plan and transferred to 17.7% year on year. This decrease will mainly a new business management system. Further, result from the home video game software Group companies led by SEGA TOYS established business’ consolidation of titles for overseas Bakugan Limited Liability Partnership (Bakugan markets. This business segment aims to increas- LLP), which steadily advanced preparations for es operating income 11.1%, to ¥7.0 billion, primarily by improving the profitability of the through the selection and concentration of home video game software business through businesses and the reduction of fixed costs. reduction of R&D expenses and content produc- Bakugan LLP will lead a concerted effort by the tion expenses and enhancing the profitability Group to expand the BAKUGAN business in of subsidiaries. Japan. Also, we will grow sales of the 2010 U.S. Toy of the Year Award winner Zhu Zhu Pets, Home Video Game Software Business for which we have obtained exclusive marketing development efficiency by streamlining rights in Japan. game titles for overseas markets Conditions in the Japanese market will likely ness, Sammy NetWorks has its sights set on in- remain tough. We will market 18 titles in Japan, creasing earnings even further by introducing approximately the same number as in the previ- signature titles to its mainstay services 777Town. ous fiscal year, and we hope to ship 3.38 million net and Sammy 777 Town, extending pay-per- units, about 440,000 fewer than in fiscal 2010. use, and commercializing a new content service We aim to reach this target based on such major in earnest. SEGA will proactively provide content titles as HATSUNE MIKU –Project DIVA– 2nd, the for SNS and smartphones, markets that are likely second installation of a series that has attracted to continue expanding. fans. Due to downturns in consumer spending, overseas markets are also contracting. Therefore, ENTERTAINMENT plans to increase earnings plans call for narrowing down the number of by expanding businesses related to BAKUGAN titles for overseas markets from 49 for fiscal and advancing operations for the production of 2010 to 38 titles in the current fiscal year. This animation for pachinko and pachislot machines. will cause a 9.36 million year-on-year decrease Also, we will concentrate efforts on establishing in unit sales, to 13.57 million units. While height- new businesses engaged in such activities as ening development efficiency, we intend to re- brand management relating to an agreement lease a new offering in the SONIC series as a concluded with Japan Post on the joint owner- major new title and bring VANQUISH to market ship of copyrights for its Posties image characters as a global title. as well as licensing sales. In another effort to de- velop a future source of earnings, the segment Through these initiatives, for fiscal 2011 the As for the online and mobile content busiHATSUNE MIKU – Project DIVA – 2nd © SEGA © Crypton Future Media, Inc. VOCALOID is a trademark or a registered trademark of Yamaha Corporation, Japan. In the animation business, TMS home video game software business is targeting will add infant medical treatment to its business total unit sales of 16.96 million units, a 36.6% areas. In this initiative, we intend to roll out the year-on-year decrease. world’s first preparation support terminal for in- VANQUISH © SEGA fant medical treatment, Smiletouch, which will Network Games and Other Business Reintroduce BAKUGAN to the Japanese market make effective use of our animation assets. Zhu Zhu Pets © 2010 Cepia LLC. In the toy sales business, SEGA TOYS is expected to record lower revenues due to a change in the transaction format for BAKUGAN. However, the company is targeting improved profitability SEGA SAMMY HOLDINGS ANNUAL REPORT 2010 39 DE T ER M I N AT IO N Corporate Governance As of June 23, 2010 Directors, Corporate Auditors, and Executive Officers Directors Hajime Satomi Chairman of the Board and Chief Executive Officer 1980President and Representative Director of Sammy Industry Co., Ltd. (currently Sammy Corporation) 2003Chairman and Director of Sammy NetWorks Co., Ltd. (to present) 2004Chairman and Representative Director of SEGA CORPORATION Chairman, Representative Director, and Chief Executive Officer of Sammy Corporation (to present) Chairman, Representative Director, and Chief Executive Officer of SEGA CORPORATION Chairman of the Board and Chief Executive Officer of the Company (to present) 2005 Chairman and Director of SEGA TOYS Co., LTD. (to present) Chairman and Director of TMS ENTERTAINMENT, LTD. (to present) 2007President, Representative Director, Chief Executive Officer, and Chief Operating Officer of SEGA CORPORATION 2008Chairman, Representative Director, and Chief Executive Officer of SEGA CORPORATION (to present) 1989Entered into Sammy Industry Co., Ltd. (currently Sammy Corporation), as General Manager of the General Affairs Division 2004 Senior Managing Director of the Company 2005 Director of Sammy Corporation Director of Sammy NetWorks Co., Ltd. Director of SEGA TOYS Co., LTD. Executive Vice President and Director of the Company 2007Executive Vice President and Representative Director of the Company (to present) Keishi Nakayama Executive Vice President and 2008President, Representative Director, and Chief Operating Officer of Sammy Corporation (to present) Representative Director Okitane Usui Director Hisao Oguchi Director and CCO (Chief Creative Officer) Yuji Iwanaga1 Director 40 1993Entered into Sega Enterprises, Ltd. (currently SEGA CORPORATION) 1997 Director of SEGA CORPORATION 1999 Retired from SEGA CORPORATION 2007 Entered into SEGA CORPORATION, as Corporate Advisor Senior Managing Director of SEGA CORPORATION 2008 Director of SEGA CORPORATION President, Representative Director, and Chief Operating Officer of SEGA CORPORATION (to present) Chief Executive Officer of Sega Holdings Europe Ltd. (to present) Chairman of Sega Holdings U.S.A., Inc. (to present) Director of the Company (to present) 1984 Entered into Sega Enterprises, Ltd. (currently SEGA CORPORATION) 2003 President and Representative Director of SEGA CORPORATION 2004President, Representative Director, and Chief Operating Officer of SEGA CORPORATION Vice Chairman and Director of the Company 2005 Chief Executive Officer of Sega Holdings Europe Ltd. 2006 Chairman of Sega Holdings U.S.A., Inc. 2007Executive Vice President and Representative Director of SEGA CORPORATION 2008 Representative Director of SEGA CORPORATION Director of SEGA CORPORATION, Director of Sammy Corporation Director and Chief Creative Officer of SEGA CORPORATION Director and Chief Creative Officer of the Company (to present) Director and Chief Creative Officer of Sammy Company 2009 Senior Managing Director of Sammy Corporation (to present) 1981 Registered with The Japan Federation of Bar Associations 1984Partner of Lillick McHose and Charles Law Office (currently Pilsbury Winthrop Shaw Pittman LLP) (to present) Registered with the State Bar of California 2003 Outside Director of Manufacturers Bank 2005Outside Director of JMS North America Corporation (to present) 2006 Outside Director of TAIYO YUDEN Co., Ltd. (to present) 2007 Outside Director of the Company (to present) Takeshi Natsuno1 Director 2005 2008 2009 2010 Executive Director, General Manager Multimedia Services Department of NTT DoCoMo, Inc. Guest Professor, Graduate School of Media and Governance of Keio University (to present) Outside Director of the Company (to present) Director of PIA CORPORATION (to present) Outside Director of transcosmos inc. (to present) Director of Liveware Inc. (to present) Director of NTT Resonant Inc. (to present) Director of SBI Holdings, Inc. (to present) Director of DWANGO Co., Ltd. (to present) Director of DLE Inc. (to present) Director of GREE, Inc. (to present) Director of bitWallet, Inc (to present) 1Qualified external directors as provided in Paragraph 2, Clause 15 of the Corporate Law. 2Qualified external auditors as provided in Paragraph 2, Clause 16 of the Corporate Law. Auditors Toshio Hirakawa2 1994 1996 2001 2004 2005 Director of Marusan Securities Co., Ltd. Managing Director of Marusan Securities Co., Ltd. President and Representative Director of Marusan Finance Co., Ltd. Standing Corporate Auditor of Sammy Corporation (to present) Corporate Auditor of the Company (to present) Corporate Auditor of TMS ENTERTAINMENT, LTD. (to present) 1984 2001 2006 2007 Entered into Sega Enterprises, Ltd. (currently SEGA CORPORATION) General Manager of Accounting Dept. of SEGA CORPORATION General Manager of Finance Dept. of SEGA CORPORATION Standing Corporate Auditor of SEGA CORPORATION (to present) Corporate Auditor of the Company (to present) 1978 2000 2004 2005 2006 2007 Registered with The Japan Federation of Bar Associations Established Enomoto Law Office (to present) Corporate Auditor of Sammy NetWorks Co., Ltd. (to present) Corporate Auditor of SEGA CORPORATION (to present) Substitute Corporate Auditor of the Company Corporate Auditor of Nippon Koei Co., Ltd. (to present) Corporate Auditor of the Company (to present) Corporate Auditor Hisashi Miyazaki Corporate Auditor Mineo Enomoto2 Corporate Auditor A Message from the Independent Director/Auditor 1990 Director of Cosmo Securities Co., Ltd. 1996 Managing Director of Cosmo Securities Co., Ltd. 1999 Managing Director of Cosmo investment management Co., Ltd. 2005 Standing Corporate Auditor of Sammy NetWorks, Co., Ltd. 2008 Substitute Corporate Auditor of the Company 2009 Corporate Auditor of Sammy NetWorks Co., Ltd. (to present) Corporate Auditor of SEGA TOYS Co., LTD. (to present) Standing Corporate Auditor of the Company (to present) Tomio Kazashi 2 Standing Corporate Auditor Further, from an objective standpoint, I believe in evaluating corporate While exercising authority as an outside corporate auditor of SEGA SAMMY HOLDINGS INC. appropriately, I endeavor to conduct my duties consistently behavior rigorously to ensure it is fair, justifiable, and accountable. in light of an awareness that the basic role of an independent director/auditor is to monitor business management from an independent position. companies, which conduct business activities across a wide range of areas. In my view, an important duty of an independent director/auditor is to SEGA SAMMY HOLDINGS is a holding company that has many operating Each business has distinctive customer bases, regulatory conditions, and prod- check that business management does not sacrifice medium-to-long-term uct lifecycles. Therefore, I monitor whether the Company is deploying man- improvement of corporate value by focusing excessively on the short-term agement resources in a way that reflects these differences while optimizing acquisition of earnings. Another important duty is preventing actions that incur the Group as a whole. risk beyond the level of risk the Company has been permitted to assume. Also, preventing corporate misconduct is one of the basic roles of an inde- of corporate value, I think whether or not systems are sufficiently practical is pendent director/auditor. more important than the extent to which a company has established systems. SEGA SAMMY HOLDINGS has many shareholders, most of whom are In corporate governance, which underpins the continuous advancement I believe the Board of Directors of SEGA SAMMY HOLDINGS functions individual shareholders with small equity holdings, known as general share- adequately in regard to holding lively discussions and reflecting input from holders. These general shareholders are indispensable to the Company. outside directors and outside corporate auditors based on their expertise and Further, the Company’s earnings are the joint earnings of shareholders. business experience in business management decisions. Accordingly, I always encourage corporate management in which business management decisions give consideration to shareholders’ earnings. development of SEGA SAMMY HOLDINGS and meet the expectations of I monitor carefully to ensure that there are no breaches of fiduciary duty. I intend to fulfil my duties in order to contribute to the sustained its stakeholders. In other words, I check that decision making on a range of business management matters is based on adequate and reliable information, that the duty of care is fulfilled, and that the Company’s interests are not sacrificed. Executive Officers Hideo Yoshizawa Koichi Fukazawa Tetsushi Ikeda Takatoshi Akiba Senior Executive Officer Senior Executive Officer Executive Officer Executive Officer SEGA SAMMY HOLDINGS ANNUAL REPORT 2010 41 DE T ER M I N AT IO N Corporate Governance System Basic Stance on Corporate Governance At the various meetings that they attend, outside directors and outside The SEGA SAMMY Group regards corporate governance as the key foun- corporate auditors provide guidance and advice based on their abundant dation for its corporate activities. The fundamental principles of the experience and specialized knowledge. Group’s corporate governance policy are to enhance efficiency, secure a sound corporate organization, and enhance transparency. This policy is • Attendance of outside directors at meetings of the Company’s Board of the basis for addressing such important management issues as selecting Directors in fiscal 2010 candidates for directorships, deciding compensation for directors, imple- Yuji Iwanaga: Attended 10 of 11 meetings (including attendance at 8 of menting management oversight, and determining compensation for cor- 9 ordinary meetings of the Board of Directors) porate auditors. Takeshi Natsuno: Attended 11 of 11 meetings (including attendance at Enhancing Efficiency: The Group will strive to maximize corporate value 9 of 9 ordinary meetings of the Board of Directors) by establishing expeditious, appropriate decision-making processes and by • Attendance of outside corporate auditors at meetings of the Company’s increasing the efficiency of corporate management. We will work to return Board of Directors in fiscal 2010 the benefits of these efforts to our shareholders and other stakeholders. Tomio Kazashi: Attended 8 of 8 meetings (including attendance at 7 of Securing a Sound Corporate Organization: To maximize corporate val- 7 ordinary meetings of the Board of Directors) ue in volatile business conditions, the Group will identify and manage the Toshio Hirakawa: Attended 11 of 11 meetings (including attendance at range of risks that it faces. At the same time, we will secure a sound cor- 9 of 9 ordinary meetings of the Board of Directors) porate organization through the reinforcement of compliance systems fo- Mineo Enomoto: Attended 9 of 11 meetings (including attendance at 8 cused on strict adherence to social norms as well as laws and regulations. of 9 ordinary meetings of the Board of Directors) Enhancing Transparency: In light of the growing importance of disclosure The attendance of Tomio Kazashi is for the period of service following by companies, the Group will increase management transparency by ful- the Ordinary General Meeting of Shareholders held in June 2009. filling its responsibility to explain corporate actions to shareholders and • Independent Director/Auditor Name: Tomio Kazashi other stakeholders and by realizing enhanced disclosure through proactive investor relations (IR) activities. Based on the fundamental principles of the Group’s corporate gover- Execution and Oversight System nance policy and pursuant to Rule 436-2 of the Securities Listing Regula- The SEGA SAMMY Group has adopted a corporate auditor system in con- tions of Tokyo Stock Exchange, Inc., the Company has designated Tomio sideration of its objective of enabling directors, who have abundant knowl- Kazashi as its independent director/auditor with an independent position edge and experience of industry, market trends, products, merchandise, that makes conflicts of interest with general shareholders unlikely. and services, to make quick and optimal management decisions in a rapidly changing management environment. At the same time, we have Compensation of Directors appointed outside directors and strengthened our executive officer and Compensation of directors of SEGA SAMMY HOLDINGS for fiscal 2010 internal control systems, reinforcing our corporate governance organiza- was as follows. tion from the aspects of business execution and organizational oversight. Total compensation for fiscal 2010: ¥489 million for five directors (in- cluding ¥32 million for two outside directors) Systems for Ensuring Business Management Objectivity The Company has six directors, two of whom are outside directors, as well as four corporate auditors, three of whom are outside corporate auditors. The Company has elected outside directors and outside corporate auditors that do not have conflicts of interest with general shareholders. 42 Notes 1. The Ordinary General Meeting of Shareholders convened in June 2008 approved a compensation limit of ¥600 million for directors. 2.In addition to the abovementioned, the Ordinary General Meeting of Shareholders convened in June 2009 approved a final payment of retirement benefits to directors and corporate auditors in accordance with the termination of the system of retirement benefits for directors and corporate auditors. As of the end of fiscal 2010, total final payments were ¥276 million for two directors, to be paid to them upon retirement. Enhancing Business Execution, Auditing, and Oversight Group Audit Liaison Committee: The Group Audit Liaison Committee through Collaboration among Boards and Committees comprises standing corporate auditors from Group companies. They con- The Board of Directors, the Board of Corporate Auditors, and six committees vene as required to share information on such timely issues for the Com- are tasked with further improving business execution, auditing, and oversight pany and the Group as revisions in laws and regulations and to build by coordinating efforts throughout the Group. close working relationships among the standing corporate auditors. Board of Directors: Comprising six directors, the Board of Directors con- Auditors and Office of Corporate Auditors Liaison Committee: The venes once a month and as required and implements responsive man- Auditors and Office of Corporate Auditors Liaison Committee consists of agement. Further, the Board of Directors undertakes decision making and standing corporate auditors from the Company, SEGA, and Sammy as reporting for certain significant management issues of Group companies. well as members of the Company’s Office of Corporate Auditors. The Board of Corporate Auditors: The Board of Corporate Auditors, consist- committee meets every month with the purpose of ensuring the sound- ing of four corporate auditors, meets once a month and as required in ness of management by sharing information. order to deliberate on and analyze specific issues thoroughly. Voluntary Committees: Voluntary committees discuss and check specif- Group Management Liaison Committee: Meeting as required, the ic issues related to Group management that the Board of Directors refers Group Management Liaison Committee aims to cultivate consensus in to them and report or present the results to the Board of Directors. the Group through information sharing and rigorous debate. Liaison Committees: Liaison committees are bodies that discuss and Holdings Audit Liaison Committee: The Holdings Audit Liaison Com- check the Group’s corporate governance policies. The Group Internal mittee consists of standing corporate auditors from the Company, SEGA, Control Liaison Committee and the Group CSR Liaison Committee com- and Sammy; responsible directors from accounting divisions; and repre- prise managers responsible for internal control and CSR at the Company, sentatives of the Company’s independent auditors, KPMG AZSA & Co. At SEGA, and Sammy. These committees meet quarterly. Further, a Group monthly meetings, committee members exchange opinions from their compliance liaison meeting comprises the compliance officers of SEGA respective standpoints and seek to enhance accounting compliance. SAMMY HOLDINGS, SEGA, Sammy, and the Group’s listed subsidiaries and convenes every six months. Corporate Governance System Election/Dismissal General Meeting of Shareholders Dismissal Election/Dismissal Reports/Proposals Reports Reports/ Exchange of Information Election/Dismissal Independent Auditors Reports Board of Directors Instructions by Election/Dismissal Representative Execution Reports Director Instructions Internal Auditing Office Reports Executive Officers Reports/ Proposals Advance Deliberations/ Instruction for Examination Audit Board of Corporate Auditors Audit/Exchange of Information Reports/ Propasals Advice/ Exchange of Information Voluntary Committees Liaison Committees Holdings Audit Liaison Committee Subcommittees [CSR, Internal Control, Compliance] Auditors and Office of Corporate Auditors Liaison Committee Implementation of Policies Instructions Reports/ Exchange of Information Group Audit Liaison Committee Group Management Liaison Committee Internal Audit/ Reports/ Advice Office of Corporate Auditors Reports/ Proposals/ Exchange of Information Each Division Notification Channel Various Consultation Channels Implementation of Policies Reports/ Proposals/ Exchange of Information Group Companies SEGA SAMMY HOLDINGS ANNUAL REPORT 2010 43 DE T ER M I N AT IO N 44 Basic Policies for Strengthening Internal Control Systems the Group to make decisions swiftly and properly. At the same time, in accor- In accordance with the Corporate Law, the Company has formulated and is dance with the regulations of the Board of Directors and other regulations, working to implement the following basic policies for strengthening its inter- we have established a system to ensure appropriate and efficient perfor- nal control systems. mance of duties by directors through rules on authority and decision making. (1) Systems to ensure that directors perform their duties in confor- (5) Systems to ensure that employees perform their duties in confor- mance with laws, regulations, and the Articles of Incorporation mance with laws, regulations, and the Articles of Incorporation To ensure a thorough understanding that compliance is a prerequisite to all 1) The internal control department has been given overall responsibility for corporate activities, we have formulated the Group CSR Charter and Group compliance for the Company and the Group. Group compliance policies Code of Conduct, which are the foundation of our social responsibility poli- are promoted to ensure that all employees act in compliance with laws, cies for filling our role as a member of society, including the establishment regulations, the Articles of Incorporation, and other internal rules as well as of a compliance system. The President and Representative Director will re- social norms. peatedly take steps to convey the spirit of these policies to all officers and 2) We have established a system to enable employees to make reports if employees. Furthermore, to ensure appropriate and sound execution of the they become aware of any contravention of laws, regulations, the Articles of Company’s operations overall, the Board of Directors is striving to establish Incorporation, other internal rules, or social norms. In addition, we have es- effective internal control systems and a system to ensure compliance by the tablished a system to ensure that responsible personnel report any important Company with laws, regulations, and the Articles of Incorporation from the cases to the Board of Directors and the Board of Corporate Auditors without perspective of further strengthening corporate governance. In addition, the delay. Moreover, as a system to protect such whistle-blowers and to ensure Board of Corporate Auditors is working to find and correct any problems at appropriate handling while maintaining transparency, we have established re- an early stage by auditing the effectiveness and functions of the internal con- porting channels that include not only regular reporting channels but also an trol systems and verifying them periodically. internal department in charge of compliance and outside attorneys. (2) Systems to store and control information on the performance of (6) Systems to ensure proper execution of business by the corporate duties by directors Group, including the Company and its parent company and subsidiaries The President and Representative Director has appointed the Director in We have established the Group Management Liaison Committee, the Group charge of the Administration Divisions as the person responsible for the Audit Liaison Committee, and other committees to discuss various problems storage and control of information on the performance of duties by direc- involving the Group and matters involving significant risks that should be tors. In accordance with internal rules, this information is recorded in docu- controlled. At the same time, the Office of Corporate Auditors conducts au- ments or electronic media and stored and controlled in easily searchable dits from the perspectives of the Groupwide interest, and we are doing our formats that facilitate adequate, accurate inspection by the directors and utmost to share information within the Group and ensure appropriate busi- corporate auditors. ness execution. (3) Rules and other systems concerning management of exposures (7) Matters concerning employees appointed by request of the corpo- to loss rate auditors to assist the corporate auditors in the performance of With regard to risks related to the execution of business by the Company, their duties each relevant division analyzes and identifies individual foreseeable risks We have established the Office of Corporate Auditors under the direct con- and clarifies the risk management system. In addition, the internal audit de- trol of the Board of Corporate Auditors. Employees assigned to the Office of partment and the internal control department audits and monitors the status Corporate Auditors assist the corporate auditors in the performance of their of risk management by each division and each department and periodically duties in compliance with their directions and orders. reports the results of audits to management decision-making, execution, and (8) Matters concerning the independence from the directors of the oversight bodies. employees described in item (4) Systems to ensure efficient performance of duties by directors 1) Employees assigned to assist the corporate auditors in the performance To ensure efficient performance of duties by directors, we employ a system of their duties are supervised directly by the corporate auditors and are not of corporate auditors to enable internal officers familiar with the business of subject to orders or supervision from the directors. 2) In regard to the employees described above, such matters as appoint- management and takes steps to maintain and improve these systems. ment, dismissal, transfer, evaluation, disciplinary disposition, and wage revision require prior consent from the Board of Corporate Auditors. fiscal 2006, ended March 31, 2006, and moved forward with the establish- (9) Systems for ensuring directors and employees provide reports to ment of a framework for evaluating and reporting on internal control corporate auditors and other systems for ensuring the provision of systems in response to the Financial Instruments and Exchange Law, reports to corporate auditors commonly known as J-SOX, which stipulates a system for evaluation and 1) If directors or employees become aware of any material violation of laws, auditing standards for internal control for financial reports. Consequently, regulations, the Articles of Incorporation, or of any misconduct with regard to initiatives targeting reliability in financial reporting have been established, the performance of duties, or of any fact that may cause material damage to and internal control for the Group’s financial reports for fiscal 2010 has the Company, they must report the situation to the Board of Corporate Audi- been judged to be effective. tors without delay. 2) Directors and employees must report any decisions that could have a cial reporting and, at the same time, with consideration for efficiency and material effect on business or the organization and the results of any internal soundness, will work to maintain and develop its internal control systems. audits to the Board of Corporate Auditors without delay. (10) Other systems to ensure effective audits by corporate auditors 1) The representative directors must meet with the corporate auditors periodically to exchange opinions on the administration of the Company, in addition to reports on operations, and must otherwise work to foster mutual communication. 2) The Board of Directors must ensure that corporate auditors attend business execution meetings as needed to ensure appropriate operations. 3) Whenever necessary, the Board of Corporate Auditors must be given opportunities to receive advice on their duties by independently engaging attorneys, certified public accountants, and other third-party advisors. Further, the Group established the Group Internal Control Project in In the future, the Group will continuously ensure the reliability of finan- IR Activities The Company works to achieve fair and timely disclosures to shareholders and investors. Accordingly, it holds briefings for institutional investors and analysts on full-year and interim financial results. Also, we distribute information on these briefings via the Internet. When releasing first-quarter and thirdquarter financial results, we hold telephone conferences. In addition, we continuously take measures to further understanding of our business activities. For example, we are increasing and improving the IR-related materials available on our web site. Moreover, the web site has a section for individual investors that includes readily understandable explanations of the Group. Further, the Company strives to further heighten the objectivity of its Other Initiatives Relating to the Corporate Governance System business management by reflecting valuable opinions and requests received In order to increase and improve corporate governance in the Company and from shareholders and investors in its business management. the Group, the Company has established the Group Internal Control Liaison Committee, the Group CSR Liaison Committee, and the Group Compliance Our Main IR Activities in Fiscal 2010 Financial results briefings Twice Liaison Committee as well as specialist departments−the Group Internal Quarterly financial results briefings (telephone conferences) Twice Control Office and the Group CSR Office−which collaborate and coordinate Small-scale meetings Twice with each other and respond to the needs of the committees. Through these Meetings with individuals committees and offices, the Company deliberates and checks problems Factory study tours Once Overseas conferences Once and progress relating to the building of internal control systems for Group Business Report IR page of the SEGA SAMMY HOLDINGS web site 242 times A financial results briefing SEGA SAMMY HOLDINGS ANNUAL REPORT 2010 45 DE T ER M I N AT IO N Corporate Social Responsibility Basic Policy By building better relationships with its stakeholders, the SEGA SAMMY Group will achieve sound business management and meet its obligations Group Management Philosophy to society. Furthermore, we aim to create corporate value continuously The Group’s overriding approach to business management Based on the concept of corporate social responsibility, breaks down the Group Management Philosophy as it relates to specific stakeholders (guidelines on the duties of employees) and contribute to the sustained development of society. Group CSR Charter In order to advance corporate social responsibility (CSR) initiatives, the SEGA SAMMY Group calls on all executives and other employees to adhere to the Group Management Philosophy, the Group CSR Charter, Provides a more concrete explanation of the Group CSR Charter from a viewpoint closer to Group employees and their duties (code of conduct for employees) Group Code of Conduct and the Group Code of Conduct and takes measures to encourage adherence throughout the Group. The SEGA SAMMY Group CSR Charter WITH EMPLOYEES: Our employees bring to us creativity and a spirit WITH CUSTOMERS: We will bear in mind the current needs and inter- of challenge. They are our most cherished assets and fuel our growth. ests of our customers in our effort to provide entertainment filled with We will cultivate a corporate culture which allows them to fully exploit their dreams and excitement. talents and enables us to grow together with our employees. WITH BUSINESS PARTNERS: We will maintain fair and impartial rela- WITH SOCIETY: As corporate citizens, we will contribute to society not tionships with our suppliers and work together as partners in providing only by prospering in business but also by proactively supporting both the entertainment filled with dreams and excitement. development of cultural activities, including arts and sports, and the pres- WITH SHAREHOLDERS AND INVESTORS: We will view our business ervation of the global environment. with a global perspective in our efforts to ensure sustained growth and to maximize enterprise value. Additionally, we will enhance management transparency and meet the expectations of our shareholders and society through fair and timely disclosure and appropriate returns of profits. Fiscal 2010 Initiatives Heightening Awareness of Compliance (SEGA SAMMY Group) With a view to fostering and spreading compliance awareness, along with easy-to-carry notebooks that we give to all employees, we distribute a pamphlet that includes the Group Management Philosophy, the Group CSR Charter, and the Group Code of Conduct. We hope that as a result employees will always be mindful that they are SEGA SAMMY Group employees and act accordingly as they carry out duties or visit business partners. In fiscal 2010, SEGA SAMMY established the Group Compliance Liaison Committee, which will further strengthen initiatives across the Group. Convened twice in fiscal 2010, the new committee exchanged information among Group companies and prepared future polices. Going forward, the Group will raise its level of compliance even further by creating synergies among Group companies, strengthening compliance advancement systems, and monitoring these systems continuously. 46 The Group Compliance Liaison Committee Taking Part in the Picture Books Project (SEGA SAMMY Group) We have participated in the Shanti Volunteer Association’s Picture Books Project since 2008. This initiative delivers Japanese children’s picture books with translations pasted over the text to Cambodia and Laos, which publish very few children’s books. In fiscal 2010, eight Group companies participated and prepared 87 picture books. The SEGA SAMMY Group intends to encourage more Group employees to take part in this project. Supporting the Adopt-A-Forest Promotion Program, SEGA no Mori (SEGA) A secretariat meeting To support Nagano Prefecture’s Adopt-A-Forest Promotion Program, SEGA concluded a 10-year “forest adoption” contract with the village of Minami-Aiki in Minami Saku, Nagano Prefecture, in April 2008. The contract covers roughly 3,633 hectares of private forest. The property has been named “SEGA no Mori,” which means SEGA’s forest. SEGA uses the forest to educate employees about the environment. In October 2009, a third group of forest development volunteers visited the forest. In this latest visit, SEGA employees and some volunteers from Group companies experienced forest-thinning and farming work. Consequently, the event gave employees a chance to meet employees from other parts of the Group. In addition to continuing efforts to curb the CO 2 its operations generate, SEGA is reducing CO 2 emissions by using green power and undertaking SEGA no Mori forest development volunteers forestation to absorb CO 2. The company will also move forward with plans for a certain amount of carbon offsetting. Opening Showrooms to the Public (Sammy) Since June 2006, we have frequently opened our headquarters showroom so that senior citizens can enjoy playing pachinko and pachislot. In this initiative, we collaborate with the Social Welfare Council of Toshima Ward, Tokyo, which introduces us to its welfare facilities for senior citizens. By the end of fiscal 2010, Sammy had opened its showroom 108 times and received 591 visitors. Moreover, Sammy is preparing to introduce similar initiatives in stages through tie-ups with local social welfare facilities at eight of its sales bases around Japan. Branches in Sendai, Sapporo, Tokyo, and Hiroshima have already begun initiatives. As well as enabling Sammy to entertain a wide range of age groups, by emphasizing the value of contact with local residents, such activities will build a stronger awareness within the Group of the importance of social contributions. One of Sammy’s showrooms opens its doors to the public SEGA SAMMY HOLDINGS ANNUAL REPORT 2010 47 DE T ER M I N AT IO N Holding SEGA SAMMY Baseball Club Clinics for Children (SEGA SAMMY Group) Aiming to help establish a vibrant, healthy society through sports, SEGA SAMMY holds baseball clinics for children around Japan. Since 2006, SEGA SAMMY Baseball Club clinics have taught more than 2,555 children batting, catching, and fielding. Further, the club conducts training sessions for instructors. These efforts enrich communication with local communities and support the next generation’s development. Also, we have sponsored the Tokyo Kids Baseball Academy of the Tokyo Shimbun and Tokyo Chunichi Sports newspapers since 2006. Players and employees of the SEGA SAMMY Baseball Club help out at the academy. These volunteers instruct children belonging to youth baseball teams based in Tokyo or its surrounding prefectures and help them Players of the SEGA SAMMY Baseball Club providing instruction enthusiastically pick up trash from baseball grounds after events. Through baseball clinics, we continue to promote sports and initiate exchanges with society at large. Donating Toys (SEGA SAMMY HOLDINGS, SEGA TOYS, SEGA Logistics Service) Through a specified nonprofit organization, the Japan NPO Canter, we donate toys to three groups that a have a particular need for them: the specified nonprofit organization Family House, the Omocha No Toshokan Zenkoku Renrakukai (toy library nationwide liaison meeting), and the specified nonprofit organization Niigata Saigai (disaster) Volunteer Network. Letters of thanks from toy libraries nationwide The SEGA SAMMY Group will maintain exchanges with various groups and take advantage of its businesses to help solve social problems. Organizing Concerts Performed by Affiliated Artists (Wavemaster) Hoping to give comfort and enjoyment to many people through music, the SEGA SAMMY Group organizes charity concerts performed by Seasons, an ensemble of musicians affiliated with the Group. By continuing to submit proposals to welfare councils across Japan relating to concerts for hospitals or social welfare facilities, we have built an impressive track record of visits. Seasons perform at a charity concert Participating in Game Day Events (SEGA) To coincide with the week of Game Day, which is on November 23 every year, the All Nippon Amusement Machine Operators’ Union (AOU) organizes social contribution events just prior to or following Game Day. As a member of the AOU, SEGA actively participates in the AOU’s initiatives to invite to amusement centers people that have few opportunities to visit them, such as those with disabilities or children from orphanages, or to deliver games to orphanages and senior citizens’ welfare facilities. For further details, please see the SEGA SAMMY Group CSR Report 2010. SEGA SAMMY Group CSR Report 2010 48 || FINANCIAL SECTION || Contents 50 Management’s Discussion and Analysis 56 Consolidated Balance Sheets 58 Consolidated Statements of Operations 59 Consolidated Statements of Changes in Net Assets 61 Consolidated Statements of Cash Flows 62 Notes to Consolidated Financial Statements 94 Independent Auditors’ Report DE T ER M I N AT IO N Management’s Discussion and Analysis MD&A Business Conditions Because the SEGA SAMMY Group operates businesses in a wide range of operators facing tough business conditions have curbed capital expen- entertainment areas, a variety of changes in outside conditions affect its ditures and closed amusement centers. As a result, developing and business segments. supplying innovative amusement arcade machines that cater to diverse Pachinko and Pachislot Machine Business customer needs is critical. Regulatory revision is the main factor affecting the market conditions of the Amusement Center Operations Pachinko and Pachislot Machine Business segment. In recent years, the Sluggish consumer spending is affecting the Amusement Center Opera- July 2004 revision of regulations pertaining to the Entertainment Establish- tions segment. Further, the number of customers visiting amusement ments Control Law has significantly affected market conditions. Although centers is declining as the functions of home video game consoles be- the pachinko machine market has seen steady replacement of machines come increasingly sophisticated and gameplay diversifies. Consequently, with machines offering a greater variety of gameplay, an expanding market amusement centers are closing and sales at existing amusement centers based on low ball-rental charges has raised concern that market condi- continue to edge down year on year. tions, which have been comparatively favorable, will suffer a reversal and slow down. On the other hand, the pachislot machine market, which had been in a prolonged slump, is trending toward recovery as manufacturers begin shipping pachislot machines with innovative gameplay. Amusement Machine Sales Business Consumer Business In the Consumer Business segment, the home video game software business is experiencing a slump in demand in the United States and Europe, markets which had grown continuously. By contrast, the markets for new content for SNS and smartphones are expanding. The business management situation of amusement center operators is the key factor determining the market conditions of the Amusement Ma- Forfurther information, please see “Market Conditions of the Group’s chine Sales Business segment. In the past several years, the market for Business Segments” in “INFORMATION” at the beginning of this report. amusement arcade machines has shrunk because amusement center Net Sales Billions of yen Fiscal 2010 Business Results Analysis 600 Statement of Operations Analysis 400 Net Sales: Net sales for fiscal 2010, ended March 31, 2010, decreased 10.4%, to ¥384.6 billion. 200 By business segment, the Company recorded year-on-year declines in net sales of 0.8% in the Pachinko and Pachislot Machine Business segment, 27.1% in the Amusement Machine Sales Busi- 0 06 ness segment, 23.2% in the Amusement Center Operations segment, and 7.4% in the Consumer Business segment. Overseas sales were down 14.2% year on year, to ¥79.7 billion, which represented 20.7% of net sales. 07 08 09 10 FY Gross Profit/Gross Profit Margin Billions of yen % 300 60 200 40 100 20 Cost of Sales: Cost of sales declined a significant 20.7% year on year, to ¥245.8 billion, due to lower net sales, curbed R&D expenses and content production expenses in the Amusement Machine Sales Business segment and the Consumer Business segment, reduction of part procurement costs, and an increase in pachinko board sales as a percentage of pachinko machine sales in the pachinko machine business. The cost of sales ratio improved 8.4 percentage points, to 63.9%. As a result, gross profit rose 16.6% year on year, to ¥138.8 billion. 0 0 06 07 08 09 10 FY ■ Gross profit (left) Gross profit margin (right) 50 SG&A Expenses/SG&A Ratio Billions of yen % 0 06 07 08 09 10 FY Gross Profit/Gross Profit Margin (Change in accounting treatment) Previously, the Company recognized production expenses for game software and content for amusement arcade machines, whichofare Billions yenmainly associated with the subsidiary SEGA, as cost% of sales when these expenses arose. (The Company recognized outsourced production work as advance payments, recognizing it as cost of sales when the Company had received and inspected the production work.) From 300 60 the fiscal year ended March 31, 2010, however, the Company recognizes products approved for commercialization as inventories or non-current assets. For inventories, at fiscal year-ends the Company recognizes as cost of sales an amount equivalent to the projected sales volume of products approved for commercialization net of the actual sales volume. For non-current assets, the Company recognizes as cost of sales an amount equivalent to depreciation and amortization based on the number of years of service life. 200 40 The Company undertook this change in accounting treatment in order to reflect a reorganization that enables the Company to clarify decision-making processes at the development stage of each project and that enables 100 development system the Company to evaluate the likelihood of achieving earnings more appropriately. This reorganization resulted from revision and strengthening of the Company’s 20 The change in accounting treatment directly links content production expenses, which have been trending upward in recent years, to earnings as well as enabling accurate presentation of income and expenses for fiscal periods. As a result of this change in accounting treatment, for the fiscal year ended March 31, 2010, the Company recorded decreases in cost of sales and operating expenses of ¥1,643 million ($17,662,000) in the 0 Amusement Machine Sales Business segment, ¥174 million ($1,880,000) in the Amusement Center Operations segment, and ¥3,980 million ($42,782,000) in the06Consumer07 Business segment. 08 09 0 10 FY Consequently, the operating incomes of the Amusement Machine Sales Business segment and the Consumer Business segment increased by the above amounts, and the operating loss of the Amusement Center ■ Gross profit (left) Operations segment decreased by the above amount. SG&A Expenses: SG&A expenses declined 7.7% year on year, to ¥102.1 billion, thanks to efforts to reduce expenses by withdrawing from unprofitable businesses and lower personnel expenses and Gross profit margin (right) SG&A Expenses/SG&A Ratio Billions of yen % 150 30 100 20 50 10 depreciation by revising the amusement center portfolio. SG&A expenses as a percentage of net sales edged up 0.8 percentage point, to 26.6%. Operating Income: Operating income rose a sharp 339.0% year on year, to ¥36.7 billion, reflecting cost reductions and improved earnings from the Pachinko and Pachislot Machine Business seg- 0 0 06 ment. As a result, the operating income margin increased from the previous fiscal year’s 1.9% to 9.5%. By business segment, the Pachinko and Pachislot Machine Business segment’s operating income was up from ¥14.5 billion for the previous fiscal year to ¥29.5 billion. The Amusement Center Operations segment achieved a major improvement in operating loss, and the Consumer Business segment realized operating income compared with operating loss for the previous fiscal year. 07 08 09 10 FY ■ SG&A expenses (left) SG&A ratio (right) Operating Income (Loss)/Operating Margin Billions of yen % 150 30 100 20 50 10 0 0 Non-Operating Income (Expenses), Ordinary Income: Other income declined 40.4% year on year, to ¥2.0 billion, due to decreases in gain on investments in partnership and interest on tax refund. Other expenses decreased 45.2% year on year, to ¥2.7 billion, mainly because of lower foreign exchange losses and the absence of loss on valuation of derivatives and loss on disposal of –50 development work in progress, which arose in the previous fiscal year. As a result, ordinary income ■ Operating income (loss) (left) 06 to ¥3.1 billion. Extraordinary loss decreased 60.4% year on year, to ¥12.0 billion. This decline was principally the result of a substantial year-on-year decrease in business restructuring expenses− on the cancellation of game content development in the Consumer Business segment−and loss on 1500 –300 –150 sequence of higher earnings. Net income after minority interests was ¥20.2 billion, compared with ■ Net income (loss) per share –300 06 ■ Cash dividends per 07 share the previous fiscal year. Further, ROE was 8.8%, an improvement from a loss on equity of 9.5% for the previous fiscal year. Capital Expenditures and Depreciation and Amortization: Capital expenditures were ¥16.1 billion, a steep decline from ¥26.6 billion for the previous fiscal year. Depreciation and amortization also decreased considerably, from ¥26.6 billion for the previous fiscal year to ¥17.1 billion. These decreases principally stemmed from a reduction in the number of amusement centers in the Amusement Center Operations segment and lower capital expenditures due to the limited opening of amusement centers. –10 FY –1500 Income Taxes and Net Income: Income taxes rose 204.2% year on year, to ¥5.6 billion, as a con- stock was ¥80.46 for fiscal 2010, compared with net loss per share of common stock of ¥90.83 for 10 Yen 150 300 net loss of ¥22.9 billion for the previous fiscal year. As a result, net income per share of common 09 Net Income (Loss) per Share/ Cash Dividends per Share Yen Income (Loss) per Share/ Net 300 Cash Dividends per Share including impairment loss on amusement centers, loss on the closure of amusement centers, loss withdrawal from unprofitable businesses and voluntary retirement plan expenses. 08 Operating margin (right) was up 441.4% year on year, to ¥35.9 billion. Extraordinary Gain and Extraordinary Loss: Extraordinary gain was down 13.1% year on year, 07 06 07 08 09 10 FY 08 09 10 FY 08 09 10 FY 08 09 10 FY Capital Expenditures/ ■ Cash dividends per share Depreciation and Amortization Billions of yen Capital Expenditures/ 60 Depreciation and Amortization ■ Net income (loss) per share Billions of yen 60 40 40 20 20 0 06 07 ■0 Capital expenditures 06 and amortization 07 ■ Depreciation ■ Capital expenditures R&D Expenses, Content Production ■ Depreciation and amortization Expenses, and % of Net Sales Billions Expenses, of yen R&D Content Production 90 Expenses, and % of Net Sales Billions of yen 90 60 60 % 18 % SEGA SAMMY HOLDINGS ANNUAL REPORT 2010 18 12 12 51 –300 06 07 08 09 10 FY 09 10 FY ■ Net income (loss) per share DE T ER M I N AT IO N ■ Cash dividends per share Capital Expenditures/ Depreciation and Amortization Billions of yen 60 40 20 MD&A 0 06 07 08 ■ Capital expenditures ■ Depreciation and amortization R&D Expenses, Content Production Expenses*: R&D expenses and content production expenses, included in SG&A expenses and production expenses, decreased 30.5% year on year, to ¥41.5 billion, mainly due to lower expenditures in the Consumer Business segment and the Amusement Machine Sales Business segment as well as the deferred recognition of expenses accompanying post- R&D Expenses, Content Production Expenses, and % of Net Sales Billions of yen 90 % 18 60 12 30 6 ponement of certain mainstay title sales launches in the Consumer Business segment. Further, R&D expenses as a percentage of net sales was 10.8%, down from 13.9% for the previous fiscal year. 0 Major Expenses 2009 06 Millions of yen 2010 % Change 10 0 FY 09 10 FY 161.6 160.3 08 09 ■ R&D expenses, content production expenses (left) % of net sales (right) Advertising expenses 20,804 20,774 –0.1% R&D expenses, content production expenses* 59,676 41,502 –30.5% Depreciation and amortization 26,644 17,175 –35.5% 500 Capital expenditures 26,610 16,164 –39.3% 400 * From fiscal 2010, in order to directly link content production expenses, which have been trending upward in recent years, to earnings and enable appropriate presentation of income and expenses for fiscal periods, the Company changed its accounting policy for the treatment of cost of sales from recognition when production expenses arise to recognition at time of sale. 07 Net Sales by Segment Billions of yen 300 200 100 0 Business Segment Analysis Pachinko and Pachislot Machine Business: The Pachinko and Pachislot Machine Business seg- ■ Pachinko and Pachislot Business ■ Amusement Machine Business 61.9 45.1 ment recorded a 0.8% year-on-year decrease in net sales, to ¥160.3 billion, and a 103.1% increase ■ Amusement Center Operations 71.3 54.7 in operating income, to ¥29.5 billion. In the pachinko machine business, the profit margin improved 131.3 121.5 ■ Others 2.9 2.8 ■ Consumer Business because higher pachinko board sales as a percentage of pachinko machine sales and reduction of part procurement costs offset a year-on-year decline in unit sales. Meanwhile, in the pachislot machine business, unit sales increased year on year and the business posted a 53.0% year-on-year rise in net sales. The operating income margin was 18.4%, a significant improvement from 9.0% for the previous fiscal year. Operating Income (Loss) by Segment Billions of yen 50 40 30 20 10 Amusement Machine Sales Business: The Amusement Machine Sales Business segment saw net sales decrease 27.1% year on year, to ¥45.1 billion. Operating income was up 3.0% year on year, to ¥7.0 billion. The profit margin improved thanks to reductions in R&D expenses and content pro- –20 ■ Pachinko and Pachislot Business 09 10 14.5 29.5 duction expenses as well as favorable utilization of mainstay titles sold based on a revenue-sharing ■ Amusement Machine Business 6.8 7.0 ■ Amusement Center Operations –7.5 –1.3 business model, which counteracted lower revenues due to the comparative absence of the previ- ■ Consumer Business –0.9 6.3 ous fiscal year’s sales launches of major titles. The operating income margin improved year on year ■ Corporate and eliminations from 11.1% to 15.7%. Amusement Center Operations: The Amusement Center Operations segment posted a 23.2% year-on-year decline in net sales, to ¥54.7 billion. Operating loss contracted from the previous fiscal year’s ¥7.5 billion to ¥1.3 billion. In Japan, the business segment continued closing or selling of amusement centers with inadequate profitability or potential. Also, in overseas amusement center operations the business segment closed eight amusement centers in North America with a view to improving profitability. 52 0 –10 ■ Others 0.3 0.3 –4.9 –5.2 FY Consumer Business: The Consumer Business segment’s net sales were down 7.4% year on year, to ¥121.5 billion. However, the business segment posted operating income of ¥6.3 billion, com- Total Assets Billions of yen 600 pared with the previous fiscal year’s operating loss of ¥0.9 billion. In the home video game software business, sales in Japan were solid overall, but new title sales were lackluster overseas. In the toy sales business, sales trends were steady overseas, while sales were sluggish in Japan. In the content 400 200 for PCs and mobile phones business and the animation business earnings were firm on the whole. 0 06 07 08 09 10 FYE 07 08 09 10 FYE 07 08 09 10 FY Balance Sheet Analysis Total Assets: Total assets at the March 31, 2010 fiscal year-end stood at ¥423.1 billion, down ¥0.8 Current Ratio billion from the previous fiscal year-end. This decrease was attributable to a ¥12.8 billion decline in 400 total non-current assets, due to impairment of property, plant and equipment and a decrease in lease % 300 deposits, which cancelled the effect of a ¥12.0 billion increase in total current assets, resulting from higher marketable securities due to purchases of negotiable certificates of deposit. 200 100 Total Current Assets and Total Current Liabilities: Total current assets at fiscal year-end amount- 0 06 ed to ¥298.7 billion, up ¥12.0 billion from the previous fiscal year-end. This increase primarily stemmed from a significant rise in marketable securities, offsetting a decrease in notes and accounts receivable−trade. Total current liabilities declined ¥4.4 billion from the previous fiscal year-end, ROE/ROA* to ¥92.8 billion. This decline mainly reflected decreases in notes and accounts payable−trade and 30 accrued expenses, which absorbed an increase in the current portion of bonds. As a result, the 15 % Company maintained a high level of liquidity, with a current ratio of 321.8%, up 26.8 percentage points from 295.0% at the previous fiscal year-end. Total Property, Plant and Equipment: Total property, plant and equipment at fiscal year-end stood 0 –15 –30 06 at ¥59.0 billion, a decline of ¥6.1 billion from the previous fiscal year-end that resulted from decreases in buildings and structures and amusement machines and facilities due to impairment. ROE ROA * ROA = Ordinary income ÷ Total assets Total Investments and Other Assets: Total investments and other assets were down ¥6.8 billion from the previous fiscal year-end, to ¥52.0 billion, due to lower lease and guarantee deposits. Total Non-Current Liabilities: Total non-current liabilities at fiscal year-end totaled ¥73.5 billion, a decline of ¥10.6 billion from the previous fiscal year-end. This contraction primarily stemmed from Total Net Assets Ratio % 70 60 a ¥11.9 billion decrease in long-term debt from the previous fiscal year-end, to ¥47.6 billion. 50 Total Net Assets: Total net assets stood at ¥256.7 billion at fiscal year-end, up ¥14.2 billion from the previous fiscal year-end. This increase mainly reflected a ¥12.7 billion rise in retained earnings. 0 06 07 08 09 10 FYE As a result of the increase in total net assets, the equity ratio at fiscal year-end was 55.8%, an improvement of 3.4 percentage points from the previous fiscal year-end. Further, net assets per share amounted to ¥937.80 at fiscal year-end, up ¥55.33 from the previous fiscal year-end. Cash Flows Billions of yen 90 60 30 0 –30 –60 SEGA SAMMY HOLDINGS ANNUAL REPORT 2010 53 DE T ER M I N AT IO N Total Net Assets Ratio % 70 60 50 MD&A 0 06 07 08 09 10 FYE Cash Flows Analysis Net Cash Provided by Operating Activities: Net cash provided by operating activities increased Cash Flows ¥22.8 billion year on year, to ¥54.9 billion. This was primarily due to income before income taxes 90 and minority interests of ¥27.0 billion and an ¥11.4 billion decrease in notes and accounts receiv- 60 Billions of yen 30 able−trade, which offset a ¥13.0 billion decrease in notes and accounts payable−trade. Net Cash Used in Investing Activities: Net cash used in investing activities was ¥7.6 billion, compared with net cash provided by investing activities of ¥0.9 billion for the previous fiscal year. This 0 –30 –60 –90 was because proceeds from sales of property, plant and equipment decreased from the previous fiscal year’s ¥21.4 billion to ¥0.7 billion, counteracting a decline in payment for purchase of property, plant and equipment from the previous fiscal year’s ¥14.4 billion to ¥8.6 billion. 06 07 08 09 10 FY ■ Net cash provided by operating activities ■ Net cash used in (provided by) investing activities ■ Free cash flows Net Cash Used in Financing Activities: Net cash used in financing activities decreased from ¥7.6 billion for the previous fiscal year to ¥3.4 billion. This was because proceeds from issuance of bonds of ¥10.7 billion partially offset cash dividends paid (including cash dividends paid to minority Shareholders) of ¥7.8 billion and payment for redemption of corporate bond of ¥5.0 billion. As a result of the above, cash and cash equivalents at end of year amounted to ¥167.0 billion, up ¥43.6 billion from the previous fiscal year-end. 18 12 6 Operational Risks 0 Risks that could affect the performance or operations of the SEGA Commission rules (regulations for the verification of licenses, formats, SAMMY Group are given below. Further, these risks are not a compre- and other aspects of pachislot and pachinko machines), which are based hensive list of the operational risks faced by the Group. However, based on the amended Entertainment Establishments Control Law of Japan en- on an awareness of the following risks, the Group implements measures acted on February 13, 1985. to prevent the occurrence of incidents arising from those risks and to Also, in July 2004 revisions were enacted to regulations pertaining respond to such incidents in the event of their occurrence. In addition, to the Entertainment Establishments Control Law that mainly curb the forward-looking statements in the following text are the judgments of volatility characteristics and prevent the improper use of pachislot and the Group as of March 31, 2010. pachinko machines. Such regulatory revisions, the progress of new-ma- Statutory Regulations Affecting the Pachislot and Pachinko Machine Business: Among the Group’s mainstay operations, the Pachislot and Pachinko Machine Business accounts for a significant portion of net sales and income. In particular, this segment generates the greater part of the 54 chine development, the requirements of format examinations and official licenses, product malfunctions, user preferences, and the sales trends of competitors’ products could have a significant impact on the Group’s performance or operations. Group’s total operating income. Further, the segment’s sales are substan- Shortness of Product Life Cycles: Due to the short time required for tially influenced by user preferences. As a result, the segment tends to the production of pachislot and pachinko machines, the Group usually rely on the sales of specific machine models. In addition, products sold produces machines in response to order trends. Because the market- must conform to the technical specifications stipulated by Public Safety ing period is generally short, product shipments are concentrated in the initial period after product launches. Accordingly, the Group procures performance or operations. Further, the Group could be affected by de- certain raw materials in advance. However, the Group may not be able to terioration in the international geopolitical situation related to such factors procure sufficient raw materials for production in response to large order as overseas wars, conflicts, and terrorist incidents. volumes in the initial period after product launches. Comparatively, the time required for the production of amusement machines is long. Consequently, the Group produces those machines based on demand estimates. However, demand for products could change due to shifts in user preferences. Home video game software is susceptible to changes in seasonal demand, which focuses on such periods as the year-end shopping season. Adoption of Asset-Impairment Accounting: In the fiscal year ended March 31, 2006, the Company adopted asset-impairment accounting. Depending on shifts in business conditions and future cash flows, the Company may be unable to recoup the value of certain investments and would be required to record a loss. If such a case were to occur, it could have a material adverse effect on the Company’s operating results. If the Group is unable to supply new products during such selling peri- Investment Securities: The Group holds investment securities for such ods, surplus inventory could result. To mitigate risks associated with such purposes as building business relationships and earning an investment inventories, the Group takes measures that include the use of common return. In the fiscal year under review, due to write-downs of securities, components, the shortening of lead times for component procurement, a substantial loss on revaluation of investment securities was recorded. and the strengthening of inventory asset management. However, losses The valuation of investment securities is made in accordance with such stemming from the disposal of inventory assets could result due to sales factors as stock market trends and the financial positions and results of results that fall short of projections. operations of the issuers. Accordingly, in the future, in the event that im- SBUs Recording Operating Losses: In regard to the operating results of the Group’s SBUs, the Amusement Center Operations segment and the Consumer Business segment recorded operating losses for the second pairment processing is implemented due to declines in market prices or declines in effective prices, the Company’s operating results could be affected by the recording of a loss on reevaluation of investment securities. consecutive year. The Amusement Center Operations segment is taking Management of Personal Information: The Group holds personal in- steps to improve profitability, such as closing or selling centers with low formation relating to the users of its products and services due to such profitability or potential and improving center operational capabilities. activities as the operation of membership-based web sites. In light of However, these operations are significantly influenced by trends in con- the enactment of the Act for Protection of Computer Processed Personal sumer spending, and due to such factors as the status of the introduction Data Held by Administrative Organs, the Group is strengthening the rigor of amusement machines that meet diverse user needs, some time could of its personal information management. However, in the unlikely event be required for revenues/profits to improve. of a leakage of personal information or the misuse of such personal The Consumer Business segment faces a continual need for substan- information, the resulting loss of trust or lawsuits filed against the Group tial up-front production expenses and advertising expenses, and accord- could affect its performance or operations. ing to the unit sales of home video game software, etc., some time could be required for revenues/profits to improve. Lawsuits: The Group implements measures to minimize the risk of having claims for damages and other lawsuits filed against the Group by Entry into Overseas Markets: The Group conducts operations in over- strengthening its compliance systems and by exercising sufficient care to seas markets, including markets in North America, Europe, and Asia, avoid the infringement of the intellectual property of third parties. How- including China. The Group plans to increase sales in overseas markets ever, lawsuits could be filed against the Group claiming that products centered on the Amusement Machine Sales Business, Amusement manufactured and sold by the Group infringe upon certain rights. Center Operations, and the Consumer Business segments. As a result, fluctuation in foreign currency exchange rates could affect the Group’s SEGA SAMMY HOLDINGS ANNUAL REPORT 2010 55 DETERMINATION Consolidated Balance Sheets SEGA SAMMY HOLDINGS INC. and Consolidated Subsidiaries As of March 31, 2010 and 2009 Thousands of U.S. dollars (Note 1) Millions of yen Assets 2010 2009 2010 ¥101,324 ¥106,436 $1,088,927 67,027 80,468 720,340 Current assets Cash and deposits (Note 4 (1)) Notes and accounts receivable–trade (Note 4 (1)) Allowance for doubtful accounts (712) (698) (7,660) Short-term investment securities 73,400 26,798 788,824 Merchandise and finished goods 6,500 7,656 69,857 Work in process 7,914 2,914 85,055 22,358 30,971 240,282 Income taxes receivable 2,534 7,013 27,238 Deferred tax assets 3,219 3,382 34,600 Raw materials and supplies Other Total current assets 15,163 21,795 162,958 298,730 286,740 3,210,425 Non-current assets Property, plant and equipment Buildings and structures (Note 4 (1)) Accumulated depreciation Buildings and structures, net Amusement machines and facilities Accumulated depreciation Amusement machines and facilities, net Land (Note 4 (1) and (4)) Construction in progress Other Accumulated depreciation Other, net Total property, plant and equipment 49,461 54,398 531,558 (26,974) (28,748) (289,889) 22,487 25,649 241,669 54,832 64,985 589,279 (48,495) (54,040) (521,181) 6,336 10,944 68,097 22,632 22,590 243,228 171 494 1,843 42,035 39,635 451,754 (34,632) (34,198) (372,194) 7,403 5,436 79,559 59,030 65,116 634,399 6,767 6,949 72,729 Intangible assets Goodwill Other Total intangible assets 6,592 6,292 70,852 13,360 13,242 143,582 28,605 27,732 307,418 Investments and other assets Investment securities (Note 4 (2)) Long-term loans receivable Lease and guarantee deposits Deferred tax assets Other Allowance for doubtful accounts Total investments and other assets Total non-current assets Total assets See accompanying notes. 56 1,638 2,715 17,604 13,493 18,721 145,016 3,871 6,470 41,605 7,593 7,559 81,609 (3,162) (4,360) (33,981) 52,040 58,838 559,272 124,431 137,197 1,337,254 ¥423,161 ¥423,938 $4,547,680 Thousands of U.S. dollars (Note 1) Millions of yen Liabilities 2010 2009 2010 ¥ 37,387 ¥ 51,298 $ 401,803 3,489 5,467 37,501 20,600 3,294 221,391 2,449 3,131 26,319 16,528 22,464 177,634 2,539 2,295 27,288 656 473 7,051 Current liabilities Notes and accounts payable–trade (Note 4 (1)) Short-term loans payable (Note 4 (1)) Current portion of corporate bonds Income taxes payable Accrued expenses (Note 4 (1)) Provision for bonuses Provision for directors’ bonuses Provision for point card certificates Other Total current liabilities 161 136 1,738 9,004 8,631 96,770 92,817 97,194 997,499 41,501 52,834 446,010 Non-current liabilities Corporate bonds payable Long-term loans payable (Note 4 (1)) Provision for retirement benefits 6,173 6,740 66,346 12,218 10,873 131,313 11,783 1,096 2,152 Deferred tax liabilities 399 233 4,289 Deferred tax liabilities for revaluation of land 960 960 10,325 Other 11,223 10,415 120,619 Total non-current liabilities 73,573 84,211 790,688 166,390 181,405 1,788,188 Provision for directors’ retirement benefits Total liabilities NET ASSETS Shareholders’ equity Common stock 29,953 29,953 321,903 Capital surplus 171,080 171,082 1,838,587 Retained earnings 132,128 119,417 1,419,975 Treasury stock (73,694) (73,685) Total shareholders’ equity 259,468 246,767 (791,986) 2,788,479 Valuation and translation adjustments Valuation difference on available-for-sale securities Deferred gains/(losses) on hedges 346 24 (1,619) – 3,721 259 (5,966) (5,966) (64,117) Foreign currency translation adjustment (17,626) (16,865) (189,429) Total valuation and translation adjustments (23,222) (24,451) (249,566) 1,188 1,222 12,777 Revaluation reserve for land (Note 4 (4)) Subscription rights to shares Minority interests Total net assets Total liabilities and net assets 19,335 18,994 207,801 256,770 242,532 2,759,492 ¥423,161 ¥423,938 $4,547,680 SEGA SAMMY HOLDINGS ANNUAL REPORT 2010 57 DETERMINATION Consolidated Statements of Operations SEGA SAMMY HOLDINGS INC. and Consolidated Subsidiaries Years ended March 31, 2010 and 2009 Thousands of U.S. dollars (Note 1) Millions of yen Net sales Cost of sales (Note 5 (1) and (2)) Gross profit Selling, general and administrative expenses (Note 5 (2)) Operating income Other income/(expenses): Interest income Dividends income Equity in earnings of affiliates Gain on investments in partnership Income from operation of lease asset Gain on valuation of derivatives Interest on tax refund Interest expenses Equity in losses of affiliates Sales discounts Commission fee Provision of allowance for doubtful accounts Loss on investments in partnership Foreign exchange losses Penalty payment for cancellation of game center lease agreement Loss on valuation of derivatives Loss on disposal of development work in progress Gain on sales of non-current assets Reversal of allowance for doubtful accounts Gain on sales of shares in subsidiaries and affiliates Gain on sales of investment securities Gain on change in equity Gain on liquidation of subsidiaries and affiliates Reversal of recovery costs of video game arcades Settlement money for the cancellation of the stock transfer contract Reversal of cost of voluntary recall for the products Gain on outlawed debt (Note 5 (3)) Gain on compensation payment Loss on retirement of non-current assets Loss on sales of non-current assets Impairment loss (Note 5 (5)) Loss on valuation of investment securities Amortization of goodwill Premium allowance of retirement Loss on closing of stores (Note 5 (4)) Loss on cancellation of game contents under development Loss on business withdrawal Loss on litigation Loss on sales of shares in subsidiaries and affiliates Loss on liquidation of subsidiaries Other–net Subtotal Income/(loss) before income taxes and minority interests Income taxes–current Income taxes–deferred Refund of income taxes Income taxes (Note 14 (2)) Minority interests in net income/(loss) of consolidated subsidiaries Net income/(loss) 58 See accompanying notes. 2010 2009 2010 ¥384,679 245,811 138,867 102,154 36,712 ¥429,194 310,101 119,092 110,728 8,363 $4,134,116 2,641,719 1,492,397 1,097,846 394,550 511 454 37 114 188 46 – (782) – (21) (74) (2) (235) (265) (477) – – 528 166 29 258 20 – 1,043 – – 377 427 (497) (121) (3,857) (2,465) – (184) (844) – – (371) (653) (1,682) (1,282) (9,615) 27,097 3,067 2,559 – 5,627 1,200 ¥ 20,269 681 225 – 633 281 – 517 (900) (191) (93) (338) (65) (145) (1,060) – (511) (789) 580 61 466 3 2 94 583 240 279 833 – (783) (41) (6,465) (4,304) (2,434) (4,423) (2,994) (3,465) (2,066) – – – (2,749) (28,340) (19,976) 2,904 (186) (867) 1,850 1,055 ¥ (22,882) 5,495 4,885 407 1,230 2,022 504 – (8,413) – (231) (802) (30) (2,527) (2,848) (5,136) – – 5,679 1,791 318 2,773 224 – 11,219 – – 4,060 4,596 (5,343) (1,302) (41,456) (26,493) – (1,986) (9,076) – – (3,991) (7,027) (18,085) (13,786) (103,332) 291,218 32,969 27,510 – 60,480 12,905 $ 217,832 Consolidated Statements of Changes in Net Assets SEGA SAMMY HOLDINGS INC. and Consolidated Subsidiaries Years ended March 31, 2010 and 2009 Thousands of U.S. dollars (Note 1) Millions of yen 2010 2009 2010 ¥ 29,953 ¥ 29,953 $ 321,903 – – – 29,953 29,953 321,903 171,082 171,092 1,838,610 Shareholders’ equity Common stock Balance at end of previous fiscal year Changes in items during the period Total changes in items during the period Balance at end of current fiscal year Capital surplus Balance at end of previous fiscal year Changes in items during the period Disposal of treasury stock Total changes in items during the period Balance at end of current fiscal year (2) (2) (10) (10) (23) (23) 171,080 171,082 1,838,587 119,417 150,888 1,283,364 Retained earnings Balance at end of previous fiscal year Changes in items during the period Dividends from surplus (7,557) (7,558) (81,221) Net income/(loss) 20,269 (22,882) 217,832 – Change of scope of consolidation – (16) Reversal of revaluation reserve for land – (1,014) – 12,711 (31,471) 136,610 132,128 119,417 (73,685) (73,680) (791,890) Purchase of treasury stock (12) (21) (138) Disposal of treasury stock 3 16 41 Total changes in items during the period Balance at end of current fiscal year 1,419,975 Treasury stock Balance at end of previous fiscal year Changes in items during the period Total changes in items during the period Balance at end of current fiscal year (8) (4) (96) (73,694) (73,685) (791,986) 246,767 278,253 Total shareholders’ equity Balance at end of previous fiscal year 2,651,988 Changes in items during the period Dividends from surplus (7,557) (7,558) (81,221) Net income/(loss) 20,269 (22,882) 217,832 Purchase of treasury stock (12) (21) (138) Disposal of treasury stock 1 6 18 Change of scope of consolidation – (16) – Reversal of revaluation reserve for land Total changes in items during the period Balance at end of current fiscal year – (1,014) – 12,700 (31,485) 136,491 259,468 246,767 2,788,479 Valuation and translation adjustments Valuation difference on available-for-sale securities Balance at end of previous fiscal year (1,619) 597 (17,407) Changes in items during the period Net changes in items other than shareholders’ equity 1,966 (2,217) 21,128 Total changes in items during the period 1,966 (2,217) 21,128 346 (1,619) 3,721 Balance at end of current fiscal year See accompanying notes. SEGA SAMMY HOLDINGS ANNUAL REPORT 2010 59 DETERMINATION Thousands of U.S. dollars (Note 1) Millions of yen 2010 2009 2010 Deferred gains/(losses) on hedges – (2) Net changes in items other than shareholders’ equity 24 2 259 Total changes in items during the period 24 2 259 Balance at end of current fiscal year 24 – 259 Balance at end of previous fiscal year – Changes in items during the period Revaluation reserve for land Balance at end of previous fiscal year (5,966) (6,980) (64,117) Changes in items during the period Reversal of revaluation reserve for land – 1,014 Total changes in items during the period – 1,014 – – (5,966) (5,966) (64,117) (16,865) (12,347) (181,252) Net changes in items other than shareholders’ equity (760) (4,517) (8,176) Total changes in items during the period (760) (4,517) (8,176) (17,626) (16,865) (189,429) (24,451) (18,733) (262,777) Balance at end of current fiscal year Foreign currency translation adjustment Balance at end of previous fiscal year Changes in items during the period Balance at end of current fiscal year Total valuation and translation adjustments Balance at end of previous fiscal year Changes in items during the period Reversal of revaluation reserve for land Net changes in items other than shareholders’ equity Total changes in items during the period Balance at end of current fiscal year – 1,229 1,014 (6,732) – 13,211 1,229 (5,717) 13,211 (23,222) (24,451) (249,566) 1,222 1,070 13,137 Subscription rights to shares Balance at end of previous fiscal year Changes in items during the period Net changes in items other than shareholders’ equity (33) 152 Total changes in items during the period (33) 152 Balance at end of current fiscal year (360) (360) 1,188 1,222 12,777 18,994 21,038 204,131 Minority interests Balance at end of previous fiscal year Changes in items during the period Net changes in items other than shareholders’ equity 341 (2,043) Total changes in items during the period 341 (2,043) Balance at end of current fiscal year 3,669 3,669 19,335 18,994 207,801 242,532 281,627 2,606,480 Net assets Balance at end of previous fiscal year Changes in items during the period Dividends from surplus (7,557) (7,558) (81,221) Net income/(loss) 20,269 (22,882) 217,832 Purchase of treasury stock (12) (21) (138) Disposal of treasury stock 1 6 18 Change of scope of consolidation – (16) – Reversal of revaluation reserve for land – – Net changes in items other than shareholders’ equity Total changes in items during the period Balance at end of current fiscal year See accompanying notes. 60 1,537 14,237 ¥256,770 (8,623) (39,094) ¥242,532 – 16,520 153,011 $2,759,492 Consolidated Statements of Cash Flows SEGA SAMMY HOLDINGS INC. and Consolidated Subsidiaries Years ended March 31, 2010 and 2009 Thousands of U.S. dollars (Note 1) Millions of yen 2010 Cash flows from operating activities: Income/(loss) before income taxes and minority interests Depreciation and amortization Impairment loss Transfer of amusement center operation equipment Transfer of pachislot and pachinko rental equipment Loss/(gain) on sales of non-current assets Loss on retirement of non-current assets Loss/(gain) on sales of shares in subsidiaries and affiliates Loss on liquidation of subsidiaries Loss/(gain) on sales of investment securities Loss/(gain) on valuation of investment securities Loss/(gain) on investments in partnership Amortization of goodwill Increase/(decrease) in allowance for doubtful accounts Increase/(decrease) in provision for directors’ bonuses Increase/(decrease) in provision for point card certificates Increase/(decrease) in provision for retirement benefits Increase/(decrease) in provision for directors’ retirement benefits Increase/(decrease) in provision for bonuses Interest and dividends income Interest expenses Foreign exchange losses/(gains) Equity in (earnings)/losses of affiliates Loss/(gain) on change in equity Decrease/(increase) in notes and accounts receivable–trade Decrease/(increase) in inventories Increase/(decrease) in notes and accounts payable–trade Increase/(decrease) in guarantee deposits received Other, net Subtotal Interest and dividends income received Interest expenses paid Income taxes paid Income taxes refund Net cash provided by operating activities Cash flows from investing activities: Payments into time deposits Proceeds from withdrawal of time deposits Purchase of short-term investment securities Proceeds from redemption of securities Purchase of trust beneficiary right Proceeds from sales of trust beneficiary right Purchase of property, plant and equipment Proceeds from sales of property, plant and equipment Purchase of intangible assets Proceeds from sales of intangible assets Purchase of investment securities Proceeds from sales of investment securities Proceeds from redemption of investment securities Payments for investment in partnerships Proceeds from distribution of investment in partnerships Proceeds from purchase of investments in subsidiaries resulting in change in scope of consolidation Payments for sales of investments in subsidiaries resulting in change in scope of consolidation Purchase of shares in subsidiaries and affiliates Payments of loans receivable Repayment of loans receivable Payments for lease deposits Repayment of lease deposits Proceeds from transfer of business Other, net Net cash (used in)/provided by investing activities Cash flows from financing activities: Net increase/(decrease) in short-term loans payable Increase in long-term loans payable Repayment of long-term loans payable Proceeds from issuance of bonds Redemption of corporate bond Proceeds from share issue to minority shareholders Cash dividends paid Cash dividends paid to minority shareholders Purchase of treasury stock Other, net Net cash used in financing activities Exchange difference on cash and cash equivalents Net increase/(decrease) in cash and cash equivalents Cash and cash equivalents at beginning of period Increase in cash and cash equivalents from newly consolidated subsidiary Decrease in cash and cash equivalents resulting from exclusion of subsidiaries from consolidation Cash and cash equivalents at end of period (Note 7) 2009 2010 ¥ 27,097 17,175 3,857 (4,344) (12) (407) 497 624 1,682 (222) 2,465 120 1,004 (156) 178 24 1,344 (1,055) 265 (965) 782 2 (37) (20) 11,493 2,862 (13,061) (751) 3,925 54,370 843 (753) (16,572) 17,110 54,998 ¥ (19,976) 26,644 6,465 (6,146) (59) (538) 783 (466) – (3) 4,304 (487) 4,144 (2,670) 382 7 1,659 88 (197) (907) 900 870 191 (2) (13,641) 9,086 13,278 (405) 8,713 32,019 1,008 (916) (13,147) 13,236 32,199 $ 291,218 184,584 41,456 (46,692) (134) (4,376) 5,343 6,709 18,085 (2,389) 26,493 1,297 10,792 (1,680) 1,922 267 14,448 (11,344) 2,856 (10,380) 8,413 29 (407) (224) 123,516 30,768 (140,365) (8,072) 42,183 584,318 9,066 (8,101) (178,101) 183,880 591,062 (1,720) 4,169 (5,395) 4,000 (6,163) 5,185 (8,608) 758 (2,042) 8 (3,323) 1,874 – (12) 564 219 (220) (996) (1,178) 535 (381) 2,845 2,018 222 (7,640) (5,511) 2,834 (1,099) 1,800 (5,810) 6,271 (14,440) 21,497 (3,143) 109 (2,258) 52 2,505 (800) 1,201 – (4,192) (800) (2,657) 2,996 (948) 3,578 – (246) 936 (18,484) 44,807 (57,979) 42,987 (66,238) 55,732 (92,512) 8,154 (21,954) 92 (35,716) 20,141 – (134) 6,063 2,358 (2,368) (10,709) (12,664) 5,755 (4,103) 30,578 21,690 2,395 (82,108) (2,503) 1,120 (1,211) 10,783 (5,027) – (7,571) (305) (12) 1,327 (3,401) (342) 43,614 123,385 – – ¥167,000 (21,579) 1,050 (613) 30,462 (6,216) 11 (7,579) (2,384) (21) (783) (7,653) (2,081) 23,401 99,975 9 (0) ¥123,385 (26,909) 12,036 (13,022) 115,890 (54,027) – (81,367) (3,282) (138) 14,270 (36,550) (3,682) 468,721 1,326,017 – – $1,794,738 See accompanying notes. SEGA SAMMY HOLDINGS ANNUAL REPORT 2010 61 DETERMINATION Notes to Consolidated Financial Statements SEGA SAMMY HOLDINGS INC. and Consolidated Subsidiaries Years ended March 31, 2010 and 2009 NOTE 1 substantial ownership of majority voting rights or existence of certain Basis of Presenting Consolidated Financial Statements conditions. All significant inter-company balances, transactions and The accompanying consolidated financial statements of SEGA SAMMY unrealized profits have been eliminated. The number of consolidated HOLDINGS INC. (the “Company”) and its consolidated subsidiaries have subsidiaries is 65 and 68 in 2010 and 2009, respectively. been prepared in accordance with the provisions set forth in the Japanese Financial Instruments and Exchange Law and its related became the Company’s consolidated subsidiaries; SEGA SAMMY VISUAL accounting regulations, and in conformity with accounting principles ENTERTAINMENT INC., because of incorporation-type company splits, generally accepted in Japan (“Japanese GAAP”), which are different in GINZA CORPORATION, because of the Company’s acquisition of the certain respects as to application and disclosure requirements from shareholdings; Bakugan Limited Liability Partnership and two other International Financial Reporting Standards. companies, which were newly established by the Company. The accounts of the Company’s overseas subsidiaries are based on From the year ended March 31, 2010, the following companies From the year ended March 31, 2010, the following companies their accounting records maintained in conformity with generally were excluded from the scope of consolidation: Sammy Systems Co., accepted accounting principles prevailing in the respective countries of Ltd. and Media-Trust Co., Ltd., because of the sale of the group domicile. However, necessary adjustments are made upon consolidation companies’ shareholdings, Sammy Europe Limited, Sega Amusements for 2010 and 2009. The accompanying consolidated financial Singapore Pte. Ltd. and three other companies, due to corporate statements have been restructured and translated into English (with liquidation, and Sammy Rental Service Co., Ltd., due to merger with a certain expanded disclosure) from the consolidated financial statements consolidated subsidiary. of the Company prepared in accordance with Japanese GAAP and filed with the appropriate Local Finance Bureau of the Ministry of Finance as and 2009, respectively. required by the Financial Instruments and Exchange Law. Certain supplementary information included in the statutory Japanese language SEGA (Shanghai) Software Co., Ltd. etc. consolidated financial statements is not presented in the accompanying consolidated financial statements. consolidation because the combined amounts in assets, net sales, net income, and retained earnings applicable to the equity interest of the In preparing the accompanying consolidated financial statements, certain reclassifications have been made in order to present them in a The number of non-consolidated subsidiaries is 14 and 12 in 2010 Main non-consolidated subsidiaries: United Source International Ltd., All non-consolidated subsidiaries are excluded from the scope of Company are not material. form which is more familiar to readers outside Japan. Certain reclassifications have been made to the 2009 consolidated financial (2) Equity method statements to conform to the classifications used in 2010. These Investments in affiliated companies over which the Company has the changes had no impact on previously reported results of operations or ability to exercise significant influence over their operation and financial shareholders’ equity. policies are accounted for by the equity method. The number of companies accounted for under the equity method is 10 both in 2010 The translation of the Japanese yen amounts into U.S. dollars is rounded down to the nearest unit amount, and is included solely for the and 2009. convenience of readers outside Japan, using the prevailing exchange rate at March 31, 2010, which was ¥93.05 to U.S. $1. The convenience Middleware Co., Ltd., etc. translations should not be construed as representations that the Japanese yen amounts have been, could have been or could in the an equity-method affiliate from the year ended March 31, 2010. future be converted into U.S. dollars at this or any other rate of exchange. Inc. was excluded from an equity-method affiliate effective from the year Main equity-method affiliates: Nissho Inter Life Co., Ltd., CRI As a result of the Company’s share acquisition, ELTEX, Inc. became Also, as a result of the sale of the Company’s shareholding, mPoria ended March 31, 2010. 62 NOTE 2 Summary of Significant Accounting Policies companies which are not applied to equity method is 19 and 18 in (1) Principles of consolidation 2010 and 2009, respectively. The consolidated financial statements include the accounts of the Company and its significant subsidiaries, which are controlled through by the equity method: The number of non-consolidated subsidiaries and affiliated Main non-consolidated subsidiaries and affiliates not accounted for Liverpool Co., Ltd., Micott & Basara Inc., etc. (4) Depreciation and amortization for important assets The equity method was not applied to non-consolidated subsidiaries a. Property, plant and equipment (excluding lease assets): and affiliates because the combined amounts of these companies in net Depreciation is computed primarily using the declining-balance method. income and retained earnings applicable to the equity interest of the Company are not material. April 1, 1998 are depreciated using the straight-line method. However, buildings (excluding attached equipment) acquired after Range of useful life for the assets is as follows: (3) Valuation and accounting treatment for important assets Buildings and structures: 2-50 years a. Held-to-maturity debt securities are stated at amortized cost (the Amusement game machines: 2-5 years straight-line method). Regarding buildings and structures built on land leased under term b. Other marketable securities leasehold contracts, the straight-line method is used with the remaining Securities with fair market value are stated at fair market value. The lease period as the useful life and the residual value as zero. difference between acquisition cost and market value is accounted for as net unrealized holding gains or losses on securities in net assets, with March 31, 2007, the residual values are depreciated in accordance with cost of sales determined by the moving-average method. the revised Corporation Tax Law. When the depreciated value of a c. Other securities without quoted market prices are carried at cost, property, plant and equipment reaches residual values in a certain fiscal which is determined by the moving-average method. year, the residual values of the asset is depreciated in an equal amount The net amount of equity included in the Company’s financial over five years from the following fiscal year. statements from limited liability investment partnerships and similar (Additional information) investments, regarded as marketable securities under Article 2-2 of the Effective from the year ended March 31, 2009, the revision of useful life Financial Instruments and Exchange Law of Japan, is calculated based on of some machinery and equipment was made following the revision of the relevant financial statements for the partnership available as of the the useful life defined under the revised Corporation Tax Law of Japan. reporting date stipulated in the partnership agreement. d. Derivatives operations for the year ended March 31, 2009. Derivatives are stated at fair market value. b. Intangible assets (excluding lease assets): e. Inventories Depreciation is computed using the straight-line method. The straight- Inventories are stated at cost, cost being determined mainly by the line method is adopted over the useful life of within 5 years for software gross-average method (with regard to the amounts stated in the balance for internal use. sheet, the method of book value devaluation based on decline in c. Lease assets profitability is used). Lease assets involving finance lease transactions of which the ownership is transferred to lessees: Also, work in process is stated at cost, cost being determined mainly Regarding property, plant and equipment acquired on or before The adoption had minor impact on the consolidated statement of by the specific identification method (with regard to the amounts stated in the balance sheet, the method of book value devaluation based on property, plant and equipment owned by the Company. decline in profitability is used). ownership is not transferred to lessees: Prior to April 1, 2008, inventories of the Company and domestic Depreciation method for such assets is the same as that applies to Lease assets involving finance lease transactions of which the consolidated subsidiaries are stated at cost determined by the gross- average method. Effective April 1, 2008, the Company and domestic values being zero over their leased periods used as the number of years consolidated subsidiaries adopted a new accounting standard for for useful life. Depreciation method is the straight line method with their residual measurement of inventories, “Accounting Standard for Measurement of Inventories” (ASBJ Statement No. 9, issued July 5, 2006), and stated the (5) Allowances and provisions inventories at the lower of gross-average cost or net realizable value at a. Allowance for doubtful accounts March 31, 2009. The reserve for doubtful accounts is provided in the amount sufficient to cover possible losses based on a historical write-off of general receivables. The adoption had minor impact on the consolidated statement of operations for the year ended March 31, 2009. Allowance for doubtful accounts and bankrupt receivables are calculated based on an individual assessment of the possibility of collection. SEGA SAMMY HOLDINGS ANNUAL REPORT 2010 63 DETERMINATION b. Provision for bonuses (Additional information) Accrued employees’ bonuses are provided based on the estimated At the Ordinary General Meeting of the Company and Sammy amount to be paid. Corporation, a consolidated subsidiary, held in June 2009, it was c. Provision for directors’ bonuses resolved to grant final retirement benefits to directors and corporate The estimated amount of bonuses for the fiscal year under review was auditors in conjunction with the abolishment of the existing retirement recorded to meet the bonus payments to directors and corporate benefits scheme for them. Due to this change, allowance for retirement auditors. benefits for directors and corporate auditors was reversed and unpaid d. Provision for point card certificates portion of final retirement benefits is recognized in “Other” of non- In order to prepare for expenses associated with the redemption of current liabilities. points earned by customers, an estimated amount related to future redemption is posted in the fiscal year under review. (6) Accounting for significant hedge e. Provision for retirement benefits a. Hedge accounting The Company and its consolidated subsidiaries provide provision for The Company adopts deferred hedge accounting. However, special retirement benefits based on the estimated amounts of projected treatment (under special treatment, the net amount to be paid or benefit obligation and the fair value of the plan assets. The estimated received under the interest rate swap contract is added to or deducted amount of all retirement benefits to be paid at the future retirement date from the interest on the assets or liabilities for which the swap contract is allocated equally to each service year using the estimated number of was executed) is used for qualifying interest rate swap transactions. total service years. Prior service cost is charged to income when incurred Moreover, allocation hedge accounting is applied to qualifying forward except for SEGA CORPORATION and three other subsidiaries that exchange contracts. recognize prior service cost as expenses using the straight-line method b. Hedging instruments and hedged items over ten years. Actuarial gains and losses are charged to income in the Hedging instruments: Interest rate swaps, forward exchange contracts succeeding period except for SEGA CORPORATION and three other Hedged items: Interest on loans payable, receivables and payables subsidiaries that recognize actuarial gains and losses as expenses using denominated in foreign currencies. the straight-line method over ten years commencing from the c. Hedge policy succeeding period. Straight-line method is used for allocation of Derivative instruments are used to mitigate risks associated with foreign projected benefit obligations. exchange and interest rate fluctuations. (Change in significant accounting policies used in preparation of consolidated financial statements) exists, and not for speculative purposes. Effective from the fiscal year ended March 31, 2010, the Company and d. Evaluation of hedge effectiveness its domestic consolidated subsidiaries adopted the “Partial Amendments Hedge effectiveness is evaluated through comparative analysis of the to Accounting Standard for Retirement Benefits (Part 3)” (ASBJ cumulative fluctuations in the market between the hedged item and the Statement No. 19, issued on July 31, 2008). The new accounting hedging instrument. For interest rate swaps applied to special treatment, standard requires domestic companies to use the rate of return on long- hedge effectiveness is not evaluated. As a rule, hedging is only used for items in which actual demand term government or gilt-edged bonds as of the end of the fiscal year for calculating the projected benefit obligation of a defined-benefit plan. (7) Consumption taxes Previously, domestic companies were allowed to use a discount rate Consumption taxes and local consumption taxes are accounted using determined by taking into consideration of fluctuations in the yield of the net-of-tax method. long-term government or gilt-edged bonds over a certain period. This change had no impact on the consolidated financial statements for the (8) Valuation of assets and liabilities of consolidated subsidiaries year ended March 31, 2010. The assets and liabilities of consolidated subsidiaries are evaluated using f. Provision for directors’ retirement benefits the fair value including the portion attributable to minority shareholders The Company and certain domestic consolidated subsidiaries provide at the time of the acquisition. provision for directors’ retirement benefits to adequately cover payment of such benefits at the end of the applicable period in accordance with internal regulations. 64 (9) Amortization of goodwill and negative goodwill among projected sales volume as cost of sales, and treat the amount of If the duration of the effect of goodwill can be rationally estimated, such expenses for the non-current assets equivalent to the depreciation amortization is made over the estimated number of years, in other calculated based on their respective useful lives as cost of sales. cases, amortization is made over the five-year-period by the straight line method. properly evaluating the certainty of realizing earnings by clarifying The rationale for this change is to redeploy a framework capable of decision-making processes at the development stages of each project in (10) C ash and cash equivalents in the consolidated statements of cash flows line with efforts to review and enhance the development structure. This change will enable the appropriate disclosure of income for a given fiscal In preparing the consolidated statements of cash flows, cash on hand, period by directly matching content production expenses, which tend to readily available deposits and short-term highly liquid investments with grow sharply in recent years, with corresponding earnings. maturities not exceeding three months at the time of purchase are considered to be cash and cash equivalents. increased by ¥6,671 million ($71,694 thousand), amusement machines As a consequence of this change, work in process under inventories under property, plant and equipment increased by ¥43 million ($464 NOTE 3 thousand), construction in progress increased by ¥6 million ($66 Changes in Accounting Policies thousand), other under intangible assets increased by ¥796 million (1) Adoption of accounting standards for construction contracts ($8,558 thousand), other under current assets decreased by ¥1,724 Prior to the year ended March 31, 2010, the Company and domestic million ($18,530 thousand), foreign currency translation adjustment consolidated subsidiaries (the “domestic companies”) recognized decreased by ¥6 million ($73 thousand), while operating income and revenues and costs of construction contracts using the completed- income before income taxes and minority interests each increased by contract method. Effective from the year ended March 31, 2010, the ¥5,799 million ($62,325 thousand). domestic companies adopted the “Accounting Standard for Construction The effect on the segment information is disclosed in the relevant note. Contracts” (ASBJ Statement No.15, issued on December 27, 2007) and the “Guidance on Accounting Standard for Construction Contracts” (ASBJ Guidance No.18, issued on December 27, 2007). Accordingly, when the outcome of individual contracts can be estimated reliably, the domestic companies apply the percentage-of-completion method to work commencing during the year ended March 31, 2010, otherwise the completed-contract method is applied. The percentage/stage of completion at the end of the reporting period is measured by the proportion of the cost incurred to the estimated total cost. The change had no impact on the consolidated financial statements. (2) C hange in accounting treatment for content production expenses Content production expenses related to game software and amusement machines conducted primarily by the consolidated subsidiary of SEGA CORPORATION was accounted for as cost of sales at the time that such expenses are incurred (when production work is outsourced, these expenses are first posted as advance payments, and later treated as cost of sales at the time that production work is inspected). However, from the fiscal year ended March 31, 2010, if the production is authorized to be commercialized, the costs are capitalized as inventories and non-current assets. With opting to treat the amount of such expenses for the inventories equivalent to the actual sales volume recorded as of the fiscal year-end SEGA SAMMY HOLDINGS ANNUAL REPORT 2010 65 DETERMINATION NOTE 4 Notes to Consolidated Balance Sheets (1) Assets pledged Millions of yen Assets Pledged Time deposits Buildings and structures 2010 Liabilities to be covered 2010 ¥ 5 Accounts payable−trade ¥ 1 1,327 Accrued expenses 0 Land 2,433 Short-term loans payable 900 Total ¥3,766 Long-term loans payable 2,300 Thousands of U.S. dollars (Note 1) Assets Pledged Time deposits 2010 Liabilities to be covered 2010 $ 53 Accounts payable−trade $ 20 Buildings and structures 14,266 Accrued expenses Land 26,157 Short-term loans payable 9,672 0 Total $40,477 Long-term loans payable 24,717 Millions of yen Assets Pledged 2009 Liabilities to be covered 2009 Time deposits ¥ 25 Accounts payable−trade ¥ 15 Notes receivable–trade 341 Accrued expenses 0 Buildings and structures 1,400 Short-term loans payable 1,455 Land 2,433 Long-term loans payable 2,500 Total ¥4,201 (2) Loan securities Loan securities of ¥279 million ($3,002 thousand) and ¥171 million are included in investment securities as of March 31, 2010 and 2009, respectively. (3) Guarantee Guarantee to the companies as of March 31, 2010 and 2009 is as follows: Thousands of U.S. dollars (Note 1) Millions of yen 66 2010 2009 2010 ¥10 ¥ 133 $107 Lease obligation 43 100 472 Lease obligation – 0 – GINZA CORPORATION Guarantee to accounts receivable – 2,285 – Sega Shanghai & Co., Ltd. Joint and several guarantee to bank loan – 71 – Sega Games Holding Ltd. Guarantee to accounts payable 8 – 90 Guarantee Description Dimps Corporation Guarantee to bank loan Orix Premium Ltd. Electronic Approval System Council (4) Revaluation reserve for land (5) Contingent liability SEGA CORPORATION, a consolidated subsidiary of the Company, It was discovered that a former employee of SEGA TOYS, CO., LTD., a revalues land for its business in accordance with the Land Revaluation consolidated subsidiary of the Company, had been forging company’s Law, and records the entire difference between the carrying amount and documents such as order forms, and conducting inappropriate revalued amount as revaluation reserve for land in a separate transactions without ever going through the accounting records, with component of net assets. multiple business partners. There would be a possibility that the payment will be required on the claims from the ones who acquired Revaluation of land was performed by making a reasonable adjustment on the land based on the market value estimated in fictitious accounts receivable (approximately ¥380 million, $4,083 accordance with relevant provisions of the Land Revaluation Law. thousand) occurred through the inappropriate transactions. Date of revaluation: March 31, 2002 NOTE 5 Notes to Consolidated Statements of Operations (4) Loss on closing of stores (1) Devaluation of inventories Loss on closing of stores is the expenses such as restoration recognized The book value devaluation of inventories held for normal sales purpose due to closing of amusement arcades. based on decline in profitability included in cost of sales amounted to ¥4,664 million ($50,128 thousand) and ¥2,886 million for the years (5) Impairment loss ended March 31, 2010 and 2009, respectively. For each business segment, the Company classifies assets or asset groups based on whether their cash flows can be estimated (2) Research and development expenses independently. The book values of assets or asset groups whose market Expenses relating to research and development activities have been values declined significantly or that are projected to consistently generate charged to income as incurred amounted to ¥41,502 million ($446,023 negative cash flows are reduced to their recoverable value. The amount thousand) and ¥59,676 million for the years ended March 31, 2010 of this reduction is deemed an impairment loss and is recorded under and 2009, respectively. other expenses in the consolidated financial statements. The recoverable value is calculated using the fair value less cost to sell based on the current market price. (3) Gain on outlawed debt Gain on outlawed debt was recognized by being released from the debt booked as accrued expenses, due to being outlawed. Impairment loss for the year ended March 31, 2010 consists of the following: Impairment Loss Use Location Type Amusement facilities U.S. Buildings and structures Amusement game machines Other property, plant and equipment Ishioka-shi, Ibaraki and 15 other locations Assets for business, etc. Ota-ku, Tokyo and 4 other locations $ 2,489 165 1,778 952 629 6,763 Amusement game machines 182 1,965 14 158 Buildings and structures Land Buildings and structures Other property, plant and equipment Other intangible assets Total ¥ 231 Buildings and structures Other intangible assets Chuo-ku, Osaka Thousands of U.S. dollars (Note 1) 88 Other property, plant and equipment Assets for rent Millions of yen 77 837 1,613 17,344 580 6,233 25 279 153 1,653 93 1,001 ¥3,857 $41,456 SEGA SAMMY HOLDINGS ANNUAL REPORT 2010 67 DETERMINATION Impairment loss for the year ended March 31, 2009 consisted of the following: Impairment Loss Use Location Type Amusement facilities Shibuya-ku, Tokyo Buildings and structures Amusement game machines Other property, plant and equipment Kawagoe-shi, Saitama Buildings and structures Amusement game machines Other property, plant and equipment Chuo-ku, Saitama Amusement game machines 41 93 Amusement game machines 32 Buildings and structures Midori-ku, Chiba and 15 other locations 68 115 8 82 Amusement game machines 36 2 Buildings and structures 75 Amusement game machines 39 Buildings and structures 1 204 Amusement game machines 54 Other property, plant and equipment 23 1 Buildings and structures 1,023 Amusement game machines 2,471 24 Buildings and structures 442 Land 232 Other property, plant and equipment 183 Other intangible assets Total 4 Buildings and structures Other property, plant and equipment Assets for business, etc. 2 Buildings and structures Other intangible assets Ogaki-shi, Gifu and 82 other locations 5 94 Other property, plant and equipment U.S. 2 Buildings and structures Other property, plant and equipment Izumi-shi, Osaka 63 51 Other property, plant and equipment Hachioji-shi, Tokyo 2 165 Amusement game machines Other property, plant and equipment Kokurakita-ku, Kitakyusyu 48 86 Other property, plant and equipment Tsuzuki-ku, Yokohama ¥ 203 Buildings and structures Other property, plant and equipment Higashi Osaka-shi, Osaka Millions of yen 544 ¥6,465 NOTE 6 Notes to Consolidated Statements of Changes in Net Assets (1) Number of outstanding common stock: 2010 2009 Balance at beginning of the year 283,229,476 283,229,476 Balance at end of the year 283,229,476 283,229,476 (2) Number of outstanding treasury stock: Balance at beginning of the year 2010 2009 31,305,733 31,292,007 11,718 20,892 1,650 7,166 31,315,801 31,305,733 Increase due to purchase of odd stock Decrease due to sale of odd stock Balance at end of the year (3) Dividends Year ended March 31, 2010 1 Dividend Total dividend (Millions of yen) Dividend per share (Yen) Common stock ¥3,778 ¥15 Board of Directors’ Meeting on October 30, 2009 Common stock 3,778 15 Resolution Type of stock Total dividend (Thousands of U.S. dollars (Note 1)) Dividend per share (U.S. dollars (Note 1)) Board of Directors’ Meeting on May 15, 2009 Common stock $40,611 $0.16 Board of Directors’ Meeting on October 30, 2009 Common stock 40,610 0.16 Resolution Type of stock Board of Directors’ Meeting on May 15, 2009 Record date Effective date March 31, 2009 June 3, 2009 September 30, 2009 December 2, 2009 Record date Effective date March 31, 2009 June 3, 2009 September 30, 2009 December 2, 2009 2 Of the dividends of which the record date is in the fiscal year under review, but the effective date is in the following fiscal year Resolution Type of stock Resource of dividend Board of Directors’ Meeting on May 14, 2010 Common stock Retained earnings Resolution Type of stock Resource of dividend Board of Directors’ Meeting on May 14, 2010 Common stock Retained earnings Total dividend (Millions of yen) ¥3,778 Dividend per share (Yen) ¥15 Total dividend (Thousands of U.S. dollars (Note 1)) Dividend per share (U.S. dollars (Note 1)) $40,609 $0.16 Record date Effective date March 31, 2010 June 1, 2010 Record date Effective date March 31, 2010 June 1, 2010 SEGA SAMMY HOLDINGS ANNUAL REPORT 2010 69 DETERMINATION Year ended March 31, 2009 1 Dividend Total dividend (Millions of yen) Dividend per share (Yen) Common stock ¥3,779 ¥15 Common stock 3,778 15 Resolution Type of stock Board of Directors’ Meeting on May 15, 2008 Board of Directors’ Meeting on October 31, 2008 Record date Effective date March 31, 2008 June 3, 2008 September 30, 2008 December 2, 2008 2 Of the dividends of which the record date is in the fiscal year under review, but the effective date is in the following fiscal year Resolution Type of stock Board of Directors’ Meeting on May 15, 2009 Common stock Resource of dividend Total dividend (Millions of yen) Retained earnings Dividend per share (Yen) ¥3,778 ¥15 Record date Effective date March 31, 2009 June 3, 2009 NOTE 7 Notes to Consolidated Statements of Cash Flows Cash and cash equivalents at March 31, 2010 and 2009 consisted of the following: Millions of yen Cash and deposits Short-term investment securities Total Time deposits with maturities of more than three months Short-term investments securities excluding commercial papers maturing within three months from the acquisition date Cash and cash equivalents 2010 2010 ¥101,324 $1,088,927 73,400 788,824 174,724 1,877,751 (4,530) (3,194) ¥167,000 Millions of yen 2009 Cash and deposits Short-term investment securities Total Time deposits with maturities of more than three months Short-term investment securities excluding commercial papers maturing within three months from the acquisition date Cash and cash equivalents 70 Thousands of U.S. dollars (Note 1) ¥106,436 26,798 133,235 (8,050) (1,799) ¥123,385 (48,683) (34,329) $1,794,738 NOTE 8 Information for Certain Leases A summary of assumed amounts of acquisition cost, accumulated depreciation, accumulated impairment losses and net book value for the years ended March 31, 2010 and 2009 with respect to the finance leases accounted for in the same manner as operating leases is as follows: Millions of yen Acquisition cost Accumulated depreciation Accumulated impairment losses Net book value ¥ 255 ¥ 182 ¥ – ¥ 73 Tools, furniture and fixtures 781 645 7 128 Machinery and equipment 174 127 – 46 Amusement machines 358 314 – 43 March 31, 2010: Structures Software Total 76 70 5 0 ¥1,645 ¥1,339 ¥13 ¥292 Acquisition cost Accumulated depreciation Accumulated impairment losses Net book value Thousands of U.S. dollars (Note 1) March 31, 2010: Structures $ 2,744 $ 1,957 $ – $ 786 Tools, furniture and fixtures 8,393 6,932 78 1,383 Machinery and equipment 1,874 1,374 – 500 Amusement machines 3,847 3,374 – 472 825 760 64 1 $17,686 $14,398 $142 $3,144 Acquisition cost Accumulated depreciation Accumulated impairment losses Net book value ¥ 255 ¥ 145 ¥ – ¥ 109 Tools, furniture and fixtures 1,427 920 62 445 Machinery and equipment 174 101 – 72 1,175 900 – 274 Software Total Millions of yen March 31, 2009: Structures Amusement machines Software Total 466 295 5 165 ¥3,499 ¥2,364 ¥68 ¥1,067 Finance lease transaction: Lease assets mainly consist of followings: Property, plant and equipment ownership of the lease assets is not transferred to lessees are that are mainly facilities for amusement center operations, such as depreciated using the method to calculate depreciation for such assets is buildings and structures, amusement game machines, and intangible the straight line method with their residual values being zero over their assets that are mainly software for amusement machine sales. leased periods used as the number of years for useful life. Lease assets involving finance lease transactions under which the The methods of depreciation for lease assets are as follows: Lease assets involving finance lease transactions under which the ownership of the lease assets is transferred to lessees are depreciated using the method to calculate depreciation expenses for such assets is the same as that applied to property, plant and equipment owned by the Company. SEGA SAMMY HOLDINGS ANNUAL REPORT 2010 71 DETERMINATION Future lease payments under the finance leases that are accounted for in the same manner as operating leases as of March 31, 2010 and 2009 are as follows: Thousands of U.S. dollars (Note 1) Millions of yen Due within one year Due after one year 2010 2009 2010 ¥230 ¥ 685 $2,473 77 421 834 Total ¥307 ¥1,106 $3,307 Liability of impairment loss for lease assets ¥ 0 ¥ 21 $ 9 There was other liability of impairment loss for lease assets recorded but not required to disclose due to its immateriality for the year ended March 31, 2009. A summary of assumed amounts of lease payments, assumed depreciation, and interest expenses for the years ended March 31, 2010 and 2009 with respect to the finance leases accounted for in the same manner as operating leases are as follows: Thousands of U.S. dollars (Note 1) Millions of yen Lease payments Reversal of liability of impairment loss for lease assets 2010 2009 2010 ¥672 ¥1,183 $7,230 20 53 220 Depreciation 638 1,119 6,859 Interest expenses 18 50 199 Future lease payments for operating lease transaction which cannot be canceled as of March 31, 2010 and 2009 are as follows: Thousands of U.S. dollars (Note 1) Millions of yen Due within one year Due after one year Total 2010 2009 2010 ¥1,487 ¥ 1,940 $15,987 5,971 9,992 64,171 ¥7,458 ¥11,932 $80,158 NOTE 9 In addition, funds for each business are procured for what is necessary Financial Instruments in accordance with the fund plan for each business company through (Additional information) bank loans and issuance of bonds. Funds are invested in low-risk Effective from the fiscal year ended March 31, 2010, the Company financial assets. Derivatives are used, not for speculative purposes, but to adopted the revised accounting standard, “Accounting Standard for manage exposure to financial risks as described later. Financial Instruments” (ASBJ Statement No.10, revised on March 10, 2008) and the “Guidance on Disclosures about Fair Value of Financial (2) Nature and extent of risks arising from financial instruments Instruments” (ASBJ Guidance No.19, revised on March 10, 2008). Receivables such as notes and accounts receivable-trade are exposed to Information on financial instruments for the year ended March 31, 2010 customer credit risks. In addition, foreign currency-denominated trade required pursuant to the revised accounting standards is as follows. receivables are exposed to foreign currency exchange fluctuation risks. However, certain parts of the risks are hedged by forward exchange 72 1. Outline of financial instruments contract. Short-term investment securities and investment securities are (1) Policy for financial instruments mainly held-to-maturity debt securities and the stocks acquired for The Group signed an agreement concerning commitment line by the business collaborations with business partners, and they are exposed to syndicated method, such as securing medium-term fund liquidity at the the risk of market price fluctuations. Company as the holding company, as a safety net for the entire group. Of the payables such as notes and accounts payable–trade, trade payables denominated in foreign currencies are exposed to foreign and by month, in parts of trade receivables and payables and loan currency exchange fluctuation risks. However, certain parts of the risks receivables denominated in foreign currencies, and trade receivables are hedged by forward exchange contracts. Loans and bonds payable and payables which are expected to certainly occur due to exports and are for the purpose of procurement of funds necessary for operating imports (forecasted transactions). In addition, certain consolidated funds and capital investment, and parts of them have floating interest subsidiaries use interest rate swap transactions intended to hedge rates. For this reason, they are exposed to interest rate fluctuation risks. fluctuation risks of interests on variable interest-loans and bonds payable. Derivative transactions consist of forward exchange contracts With respect to short-term investment securities and investment intended to hedge foreign currency exchange fluctuation risks for trade securities, their fair values and financial positions of the related issuers receivables and payables denominated in foreign currencies, as well as (the counterparties) are regularly checked for reports at each company’s loan receivables denominated in foreign currencies, and interest swap Board of Directors’ meeting, etc. In addition, holding of short-term transactions intended to hedge fluctuation risks of interests on loans and investment securities and investment securities other than held-to- bonds payable. For details of hedging instruments, hedging items, maturity debt securities are continuously reviewed in consideration of hedging policy and the method for evaluating hedging effectiveness relationships with the counterparties. concerning hedge accounting, please refer to the aforementioned “Note 2-Summary of Significant Accounting Policies, (6) Accounting for the accounting department executes and manages transactions upon significant hedge”. obtaining internal approvals in compliance with the regulations approved With regards to derivative transactions, the financial department or by each company’s Board of Directors’ meetings. In addition, reports on (3) Risk management for financial instruments the situations of derivative transactions are made to each company’s 1) Credit risk management (customers’ default risk) Board of Directors’ meeting when and where appropriate. With respect to trade receivables, departments in charge regularly 3) Liquidity risk management on fund raising (risk for delinquency) monitor the situations of major customers in compliance with each Trade payables and loans are exposed to liquidity risk. In the Group, company’s management regulations for receivables, to control payment liquidity risk is managed by setting appropriate fund balance for each terms and balances of customers, in order to detect collection concerns company, and by each company’s updating fund plans monthly to such as worsening of financial conditions early and lessen the maintain the balance that exceeds the set fund balance, and by the possibilities for collection problems. Company’s confirming each company’s cash position. The credit risk for held-to-maturity debt securities is minimal because the investments of these financial assets are limited to high credit rating issuers in accordance with the fund operation management rules. (4) Supplementary explanations concerning fair values of financial instruments Customers of derivative transactions are in principle limited to Fair values of financial instruments comprise values determined based correspondent financial institutions. on market prices and values determined reasonably when there is no The amount of maximum risk as of the consolidated settlement date is market price. Since variable factors are incorporated in computing the expressed by the amounts of financial assets exposed to credit risks in relevant fair values, such fair values may vary depending on the different the balance sheet. assumptions. The notional amounts and other information described in 2) Market risk management (foreign currency exchange and interest rate the “Note11-Derivative Transactions” do not indicate the amounts of fluctuation risks) market risk exposed to derivative transactions. Certain consolidated subsidiaries use forward exchange contracts to hedge foreign currency exchange fluctuation risks identified by currency SEGA SAMMY HOLDINGS ANNUAL REPORT 2010 73 DETERMINATION 2. Matters concerning the fair value of financial instruments The consolidated balance sheet amount and fair value of financial instruments as of March 31, 2010 as well as the differences between these values are described below. Financial instruments whose fair values are not readily determinable are not included in the table. (See Note 2, below) Millions of yen (1) Cash and deposits (2) Notes and accounts receivable–trade Consolidated balance sheet amount Fair value Valuation gains (losses) ¥101,324 ¥101,324 ¥ – 67,027 66,872 1,803 1,808 90,263 90,263 511 198 (312) 260,930 260,468 (461) 37,387 37,387 – 3,489 3,489 – 6,173 6,205 (31) 20,600 20,600 – 41,501 41,040 460 109,152 108,723 428 (154) (3) Short-term investment securities and investment securities 1) Held-to-maturity debt securities 2) Available-for-sale securities 3) Equity securities issued by affiliated companies *1 Total assets (1) Notes and accounts payable–trade (2) Short-term loans payable (3) Long-term loans payable (4) Current portion of Corporate bonds (5) Corporate bonds payable Total liabilities 5 – Derivative transactions *2 1) Derivative transactions to which hedge accounting is not applied 2) Derivative transactions to which hedge accounting is applied Total derivative transactions 92 92 – 111 111 – ¥ 203 ¥ 203 ¥ – Consolidated balance sheet amount Fair value Valuation gains (losses) $1,088,927 $1,088,927 $ – 720,340 718,674 19,377 19,440 970,049 970,049 5,497 2,138 (3,359) 2,804,192 2,799,230 (4,962) 401,803 401,803 – 37,501 37,501 – Thousands of U.S. dollars (Note 1) (1) Cash and deposits (2) Notes and accounts receivable–trade (1,665) (3) Short-term investment securities and investment securities 1) Held-to-maturity debt securities 2) Available-for-sale securities 3) Equity securities issued by affiliated companies *1 Total assets (1) Notes and accounts payable–trade (2) Short-term loans payable (3) Long-term loans payable (4) Current portion of Corporate bonds (5) Corporate bonds payable Total liabilities 62 – 66,346 66,689 221,391 221,391 (343) – 446,010 441,057 4,952 1,173,053 1,168,444 4,609 Derivative transactions *2 1) Derivative transactions to which hedge accounting is not applied 2) Derivative transactions to which hedge accounting is applied Total derivative transactions 991 991 – 1,193 1,193 – $ 2,185 $ 2,185 $ – *1.Since the fair values of embedded derivatives cannot be reasonably categorized and measured, those of the entire composite financial instruments are evaluated, and included in investment securities. *2.Receivables and payables incurred by derivative transactions are presented in net. 74 Note 1: Calculation method of fair values of financial instruments and securities and derivative transactions Assets (1) Cash and deposits and (2) Notes and accounts receivable–trade Of these, items that are settled in the short term (within a year) are recorded using book values, as their fair values approximate book values. In addition, of notes and accounts receivable–trade, those which have more than a year to the payment date from March 31, 2010 are stated at the present values by discounting the amount of claim for each receivable with the interest rate calculated by the payment period and credit risk. (3) Short-term investment securities and investment securities The fair values of stocks are determined using the quoted price at the stock exchange, and those of bonds are determined using the quoted price at the exchange or the quoted price obtained from the financial institutions. In addition, negotiable certificates of deposit included in available-for-sale securities are recorded using book values, as they are settled in the short term (within a year) and their fair values approximate book values. Notes concerning securities by holding purpose are listed in the “Note10 Investment Securities.” Liabilities (1) Notes and accounts payable−trade (2) Short-term loans payable and (4) Current portion of Corporate bonds Of these, items that are settled in the short term (within a year) are recorded using book values, as their fair values approximate book values. Of the short-term loans payable, fair values of the loans hedged by interest rate swap contracts meeting certain conditions are calculated by combining them with the relevant interest rate swap. (3) Long-term loans payable and (5) Corporate bonds payable These are stated with the present values calculated by discounting the aggregated values of the principal and interest using an assumed interest rate if loans are newly made. Of the long-term loans payable, fair values of the loans hedged by interest rate swap contracts meeting certain conditions are calculated by combining them with the relevant interest rate swap. Note 2: Financial instruments whose fair values are not readily determinable Millions of yen Consolidated balance sheet amount Item Unlisted equity securities ¥1,645 Investment in investment limited partnerships, etc. 3,952 Equity securities issued by non-consolidated subsidiaries 2,403 Equity securities issued by affiliated companies 1,205 Investments in capital of affiliated companies 220 Thousands of U.S. dollars (Note 1) Consolidated balance sheet amount Item Unlisted equity securities $17,682 Investment in investment limited partnerships, etc. 42,481 Equity securities issued by non-consolidated subsidiaries 25,831 Equity securities issued by affiliated companies 12,957 Investments in capital of affiliated companies 2,365 These items are not included in “(3) Short-term investment securities and investment securities,” because there is no market price, future cash flows cannot be estimated and it is very difficult to identify fair values. Derivative transactions Notes concerning derivatives are listed in the “Note11-Derivative Transactions”. Note 3: Redemption schedule of monetary assets and securities with contractual maturities Millions of yen Cash and deposits Notes and accounts receivable-trade Within one year One to five years Five to ten years Over ten years ¥101,324 ¥ – ¥ – ¥ – 65,232 1,795 – – Short-term investment securities and investment securities Held-to-maturity debt securities Available-for-sale securities with maturities* Total 195 1,405 200 – 73,205 800 – 3,000 ¥239,958 ¥4,000 ¥200 ¥3,000 Within one year One to five years Five to ten years Over ten years $1,088,927 $ – $ – $ – 701,049 19,291 – – Thousands of U.S. dollars (Note 1) Cash and deposits Notes and accounts receivable-trade Short-term investment securities and investment securities Held-to-maturity debt securities Available-for-sale securities with maturities* Total 2,095 15,099 2,149 – 786,735 8,597 – 32,240 $2,578,807 $42,988 $2,149 $32,240 * With respect to bonds with early redemption clause, their expected redemption amounts at maturity without applying the early redemption clause are listed. Note 4: For redemption supplemental schedule of corporate bonds payable, long-term loans payable, lease obligations and other interest-bearing liabilities after March 31, 2010, refer to “Supplemental Schedule of Corporate bonds” and “Supplemental schedule of borrowings” in “Note19-Supplemental Schedule of Corporate Bonds and Borrowings.” SEGA SAMMY HOLDINGS ANNUAL REPORT 2010 75 DETERMINATION NOTE 10 Investment Securities Year ended March 31, 2010 1. Held-to-maturity debt securities (as of March 31, 2010) (1) Securities whose market value exceeds the consolidated balance sheet amount Millions of yen Category Consolidated balance sheet amount Fair value Valuation gains ¥ – ¥ – ¥ – 804 815 10 a. Government/municipal bonds b. Corporate bonds c. Other – – – Total ¥804 ¥815 ¥10 Thousands of U.S. dollars (Note 1) Category a. Government/municipal bonds Consolidated balance sheet amount Fair value Valuation gains $ – $ – $ – b. Corporate bonds 8,645 8,762 116 c. Other – – – Total $8,645 $8,762 $116 (2) Securities whose market value is equal to or lower than the consolidated balance sheet amount Millions of yen Consolidated balance sheet amount Fair value Valuation losses ¥ – ¥ – ¥ – 998 993 c. Other – – Total ¥998 ¥993 Consolidated balance sheet amount Fair value Valuation losses $ – $ – $ – Category a. Government/municipal bonds b. Corporate bonds (5) – ¥(5) Thousands of U.S. dollars (Note 1) Category a. Government/municipal bonds b. Corporate bonds 10,732 10,678 c. Other – – (53) Total $10,732 $10,678 Consolidated balance sheet amount Acquisition cost Valuation gains a. Shares ¥12,190 ¥11,056 ¥1,133 b. Bonds 1,006 1,000 6 – $(53) 2. Available-for-sale securities (as of March 31, 2010) (1) Securities whose consolidated balance sheet amount exceeds the acquisition cost Millions of yen Category 76 c. Other – – – Total ¥13,196 ¥12,056 ¥1,140 Thousands of U.S. dollars (Note 1) Consolidated balance sheet amount Acquisition cost Valuation gains a. Shares $131,005 $118,821 $12,184 b. Bonds 10,818 10,746 72 Category c. Other – – – Total $141,824 $129,568 $12,256 Consolidated balance sheet amount Acquisition cost Valuation losses ¥ 1,480 ¥ 1,619 ¥(139) (417) (2) Securities whose consolidated balance sheet amount is equal to or lower than the acquisition cost Millions of yen Category a. Shares b. Bonds 2,379 2,797 c. Other 73,205 73,205 Total ¥77,066 ¥77,622 – ¥(556) Thousands of U.S. dollars (Note 1) Consolidated balance sheet amount Acquisition cost a. Shares $ 15,911 $ 17,408 $(1,496) b. Bonds 25,577 30,062 (4,485) Category c. Other 786,735 786,735 Total $828,224 $834,207 Valuation losses – $(5,982) Note: “Bonds” in “Securities whose consolidated balance sheet amount is equal to or lower than the acquisition cost” include composite financial instruments, and the valuation losses of ¥2 million ($28 thousand) are posted in the Other expenses. 3. Available-for-sale securities sold during the year ended March 31, 2010 (from April 1, 2009 to March 31, 2010) Millions of yen Category Amount of proceeds Total gains on sales a. Shares ¥ 863 ¥255 b. Bonds 1,011 2 c. Other – – Total ¥1,874 ¥258 Amount of proceeds Total gains on sales a. Shares $ 9,284 $2,745 b. Bonds Total losses on sales ¥(35) – – ¥(35) Thousands of U.S. dollars (Note 1) Category Total losses on sales $(384) 10,865 27 – c. Other – – – Total $20,149 $2,773 $(384) SEGA SAMMY HOLDINGS ANNUAL REPORT 2010 77 DETERMINATION 4. Impairment loss on securities (from April 1, 2009 to March 31, 2010) During the year ended March 31, 2010, the Company recognized impairment loss on available-for-sale-securities in an amount of ¥2,465 million ($26,493 thousand). Year ended March 31, 2009 Balance sheet amounts, fair values and valuation losses of held-to-maturity debt securities with available fair values as of March 31, 2009 were as follows: Millions of yen Balance sheet amount Fair value ¥1,899 ¥1,728 Valuation losses Securities whose market value is equal to or lower than the balance sheet amount: Corporate bonds ¥(171) Acquisition costs, balance sheet amounts and valuation gains or losses of available-for-sale securities with available fair values as of March 31, 2009 were as follows: Millions of yen Acquisition cost Balance sheet amount Valuation gains /(losses) ¥ 590 ¥ 998 ¥ 407 11,839 10,261 (1,577) 3,000 2,562 (437) Securities whose market value exceeds the balance sheet amount: Shares Securities whose market value is equal to or lower than the balance sheet amount: Shares Bonds and debenture Available-for-sale securities sold in the year ended March 31, 2009 amounted to ¥52 million and the related gains amounted to ¥3 million. NOTE 11 Derivative Transactions Year ended March 31, 2010 1. Derivative transactions to which hedge accounting is not applied (1) Currency-related derivatives Millions of yen Category Transactions other than market transactions Contract value Contract value due after one year Fair value Unrealized gains (losses) ¥1,785 ¥– ¥30 ¥30 1,441 – 68 68 174 – (8) (8) Forward exchange contracts Selling UK pound Euro Buying U.S. dollar Euro Total 78 79 – 2 2 ¥3,481 ¥– ¥92 ¥92 Thousands of U.S. dollars (Note 1) Category Transactions other than market transactions Contract value Contract value due after one year Fair value Unrealized gains (losses) $19,190 $– $325 $325 15,495 – 731 731 1,870 – (88) (88) 853 – 23 23 $37,410 $– $991 $991 Forward exchange contracts Selling UK pound Euro Buying U.S. dollar Euro Total Note: Fair values are calculated using prices quoted by financial institutions. (2) Composite financial instruments With respect to composite financial instruments whose fair values cannot be categorized and measured for each embedded derivative, the entire composite financial instruments are appraised by fair value, and are included in “2. Available-for-sale securities” in the “Note10- Investment Securities.” 2. Derivative transactions to which hedge accounting is applied (1) Currency-related derivatives Millions of yen Contract value Contract value due after one year Fair value UK pound ¥2,020 ¥– ¥125 U.S. dollar 1,506 – (28) 1,076 – (10) 904 – 24 ¥5,506 ¥– ¥111 ¥ 57 ¥– Note 2 Contract value Contract value due after one year Fair value UK pound $21,710 $– $1,347 U.S. dollar 16,186 – (311) 11,566 – (108) 9,716 – 265 $59,179 $– $1,193 $ 621 $– Note 2 Hedge accounting method Classification Major hedged items Primary method Forward exchange contracts Accounts receivable−trade Selling Buying UK pound Accounts payable−trade U.S. dollar Total Receivables or payables are Forward exchange contracts translated using forward exchange Buying contract rates U.S. dollar Accounts payable−trade Hedge accounting method Classification Major hedged items Primary method Forward exchange contracts Accounts receivable−trade Thousands of U.S. dollars (Note 1) Selling Buying UK pound Accounts payable−trade U.S. dollar Total Receivables or payables are Forward exchange contracts translated using forward exchange Buying contract rates U.S. dollar Accounts payable−trade Notes: 1. Fair values are calculated using prices quoted by financial institutions. 2.With respect to forward exchange contracts whose exchange rates are used for translating foreign currency-denominated accounts payable-trade, fair values of forward exchange contracts are included in the fair values of the relevant accounts payable-trade, since they are used for recording accounts payable-trade as hedged items. SEGA SAMMY HOLDINGS ANNUAL REPORT 2010 79 DETERMINATION (2) Interest rates Millions of yen Hedge accounting method Classification Interest rate swaps meeting certain conditions Interest rate swaps: Floating rate into fixed rate Contract value Contract value due after one year Fair value ¥3,834 ¥3,502 Note ¥3,834 ¥3,502 ¥– Major hedged items Contract value Contract value due after one year Fair value Long-term loans payable $41,203 $37,635 Note $41,203 $37,635 $– Major hedged items Long-term loans payable Total Thousands of U.S. dollars (Note 1) Hedge accounting method Classification Interest rate swaps meeting certain conditions Interest rate swaps: Floating rate into fixed rate Total Note: With respect to interest rate swap contracts which meet certain conditions, fair values of the interest rate swap contracts are included in the fair values of the relevant long-term loans payable, since they are used for recording long-term loans payable as hedged items. Year ended March 31, 2009 The interest rate swap contracts and forward exchange contracts are To avoid adverse effects of fluctuation of the market risk associated with executed with creditworthy financial institutions, and the Group believes financial activities and fluctuation in exchange rate, the interest rate swap the risk of default by counterparties is currently low. contracts and forward exchange contracts are used as derivative transactions in the Group. The derivative financial instruments are used meeting, the accounting and finance department manages derivative only for hedging purpose and are not used for speculative trading transactions after internal authorizations. Based on the regulation approved by the Board of Directors’ purpose. NOTE 12 Retirement Benefits Overview of retirement benefits plans Domestic consolidated subsidiaries offer, based on the retirement benefit regulations, the employees’ pension plans, the approved retirement pension plans, and the lump-sum retirement benefit plans. Certain domestic consolidated subsidiaries and overseas consolidated subsidiaries offer the defined contribution pension plans. The liabilities for severance and retirement benefits included in the liability section of the consolidated balance sheets as of March 31, 2010 and 2009 consist of the following: Thousands of U.S. dollars (Note 1) Millions of yen 2010 1) Projected benefit obligation 2) Pension assets 3) Unrecognized projected benefit obligation 4) Unrecognized actuarial differences 5) Unrecognized prior service cost Difference 6) Prepaid pension cost 7) Provision for retirement benefits Note: Some consolidated subsidiaries use the simplified method for calculating projected benefit obligations. 80 2009 2010 ¥(25,432) ¥(24,924) $(273,321) 11,786 10,256 126,670 (13,645) (14,668) (146,650) 1,597 3,933 17,162 (63) (127) (687) (12,112) (10,862) (130,175) 105 ¥(12,218) 11 ¥(10,873) 1,137 $(131,313) Included in the consolidated statements of operations for the years ended March 31, 2010 and 2009, severance and retirement benefit expenses comprise the following: Thousands of U.S. dollars (Note 1) Millions of yen Service costs–benefits earned during the year 2010 2009 2010 ¥2,052 ¥2,251 $22,053 Interest cost on projected benefit obligation Expected return on plan assets Amortization of actuarial difference 435 428 4,684 (306) (280) (3,290) 922 Amortization of prior service cost (63) Additional interim benefit 413 Other 1,615 9,909 (144) (687) 4,801 4,447 346 344 3,721 ¥3,800 ¥9,016 $40,839 2010 2009 Discount rate 1.5~2.0% 1.5~2.5% Rate of expected return on plan assets 1.0~2.5% 1.0~2.5% Severance and retirement benefit expenses Notes: 1. Retirement benefit expenses of consolidated subsidiaries using the simplified method are added up in “Service costs.” 2. “Other” is a premium paid to the defined contribution pension plan. NOTE 13 Stock Option Plan The following tables summarize contents of stock options as of March 31, 2010. Company name The Company The Company The Company Date of the annual shareholders’ meeting June 24, 2005 June 20, 2006 June 20, 2006 Position and number of grantees The Company’s employees and subsidiaries’ employees: 944 The Company’s directors: 4 The Company’s employees, executive officers and subsidiaries’ directors, executive officers and employees: 1,086 Class and number of stock Common stock 2,534,000 Common stock 43,000 Common stock 2,701,500 Date of issue July 29, 2005 August 14, 2006 August 14, 2006 Condition of settlement of rights Continue to work from July 29, 2005 to July 30, 2007 Continue to work from August 14, 2006 to August 14, 2008 Continue to work from August 14, 2006 to August 14, 2008 Period grantees provide service in return for stock options July 29, 2005 to July 30, 2007 August 14, 2006 to August 14, 2008 August 14, 2006 to August 14, 2008 Period subscription rights are to be exercised July 31, 2007 to July 30, 2009 August 15, 2008 to July 30, 2010 August 15, 2008 to August 13, 2010 SEGA SAMMY HOLDINGS ANNUAL REPORT 2010 81 DETERMINATION Company name Sammy Networks Co., Ltd. Sammy Networks Co., Ltd. SEGA TOYS CO., LTD. Date of the annual shareholders’ meeting June 22, 2005 June 22, 2005 June 16, 2008 Position and number of grantees Sammy Networks Co., Ltd.’s employees: 18 Sammy Networks Co., Ltd.’s SEGA TOYS CO., LTD.’s employees: 127 directors: 5 SEGA TOYS CO., LTD.’s subsidiaries’ directors: 4 Sammy Networks Co., Ltd.’s SEGA TOYS CO., LTD.’s subsidiaries’ employees: 36 corporate auditors: 1 Sammy Networks Co., Ltd.’s employees: 77 Class and number of stock Common stock 18 Common stock 353 Common stock 751,500 Date of issue August 30, 2005 April 28, 2006 September 5, 2008 Condition of settlement of rights Continue to work through exercise of right Continue to work through exercise of right The holder of stock acquisition rights needs to be in the position of an employee of SEGA TOYS CO., LTD. or a director or an employee of a subsidiary of SEGA TOYS CO., LTD. at the time of exercise of the rights. This excludes a decision of SEGA TOYS CO., LTD.’s Board of Directors that allows continuous holding of stock acquisition rights when justifiable reasons exist, such as retirement upon expiry of terms for directors and age-limit retirement for employees. Other terms and conditions shall be stipulated in the Agreement on Stock Acquisition Rights signed by SEGA TOYS CO., LTD. and holders of stock acquisition rights. Period grantees provide service August 30, 2005 to in return for stock options July 30, 2007 April 28, 2006 to July 30, 2007 September 5, 2008 to June 30, 2010 Period subscription rights are to be exercised July 31, 2007 to July 30, 2012 July 1, 2010 to June 30, 2013 July 31, 2007 to July 30, 2012 Company name TMS ENTERTAINMENT, LTD. TMS ENTERTAINMENT, LTD. TMS ENTERTAINMENT, LTD. Date of the annual shareholders’ meeting June 28, 2006 June 28, 2006 June 28, 2006 Position and number of grantees TMS ENTERTAINMENT, LTD.’s directors: 6 TMS ENTERTAINMENT, LTD.’s directors: 5 TMS ENTERTAINMENT, LTD.’s directors: 5 TMS ENTERTAINMENT, LTD.’s employees and subsidiaries’ directors: 93 82 Class and number of stock Common stock 598,000 Common stock 240,000 Common stock 240,000 Date of issue August 21, 2006 August 28, 2008 August 27, 2009 Condition of settlement of rights Continue to work from August 21, 2006 to June 30, 2008 Continue to work from August 28, 2008 to August 31, 2011 Continue to work from August 27, 2009 to August 31, 2012 Period grantees provide service in return for stock options August 21, 2006 to June 30, 2008 August 28, 2008 to August 31, 2011 August 27, 2009 to August 31, 2012 Period subscription rights are to be exercised July 1, 2008 to June 30, 2011 September 1, 2012 to August 31, 2017 September 1, 2011 to August 31, 2016 Company name TMS ENTERTAINMENT, LTD. Date of the annual shareholders’ meeting June 16, 2009 Position and number of grantees TMS ENTERTAINMENT, LTD.’s employees: 100 Subsidiaries’ directors: 7 Class and number of stock Common stock 888,000 Date of issue August 27, 2009 Condition of settlement of rights Continue to work from August 27, 2009 to August 31, 2012 Period grantees provide service in return for stock options August 27, 2009 to August 31, 2012 Period subscription rights are to be exercised September 1, 2012 to August 31, 2017 The following tables summarize scale and movement of stock as of March 31, 2010 Company name The Company The Company The Company Sammy Networks Sammy Networks SEGA TOYS Co., Ltd. Co., Ltd. CO., LTD. Date of the annual shareholders’ meeting June 24, 2005 June 20, 2006 June 20, 2006 June 22, 2005 June 22, 2005 June 16, 2008 Not exercisable stock options Stock options outstanding at April 1, 2009 – – – – – 738,100 Stock options granted – – – – – – Forfeitures – – – – – 290,600 Conversion to exercisable stock options – – – – – – Stock options outstanding at March 31, 2010 – – – – – 447,500 Exercisable stock options Stock options outstanding at April 1, 2009 2,046,400 43,000 2,172,000 10 273 – Conversion from not exercisable stock options – – – – – – Stock options exercised – – – – – – 2,046,400 – 121,800 1 12 – – 43,000 2,050,200 9 261 – Forfeitures Stock options outstanding at March 31, 2010 Company name Date of the annual shareholders’ meeting TMS TMS TMS TMS ENTERTAINMENT, ENTERTAINMENT, ENTERTAINMENT, ENTERTAINMENT, LTD. LTD. LTD. LTD. June 28, 2006 June 28, 2006 June 28, 2006 June 16, 2009 Not exercisable stock options Stock options outstanding at April 1, 2009 – 240,000 – – Stock options granted – – 240,000 888,000 Forfeitures – – – 20,000 Conversion to exercisable stock options – – – – Stock options outstanding at March 31, 2010 – 240,000 240,000 868,000 563,000 – – – – – – – Exercisable stock options Stock options outstanding at April 1, 2009 Conversion from not exercisable stock options Stock options exercised Forfeitures Stock options outstanding at March 31, 2010 – – – – 12,000 – – – 551,000 – – – SEGA SAMMY HOLDINGS ANNUAL REPORT 2010 83 DETERMINATION The following tables summarize price information of stock options as of March 31, 2010 Yen Company name The Company The Company The Company Sammy Networks Sammy Networks SEGA TOYS Co., Ltd. Co., Ltd. CO., LTD. Date of the annual shareholders’ meeting June 24, 2005 June 20, 2006 June 20, 2006 June 22, 2005 Exercise price June 22, 2005 June 16, 2008 ¥3,470 ¥4,235 ¥4,235 ¥1,700,000 ¥1,053,914 ¥280 Average market price of the stock at the time of exercise – – – – – – Fair value of the stock option at the date of grant – 510 509 – – 90 Company name Date of the annual shareholders’ meeting Exercise price TMS TMS TMS TMS ENTERTAINMENT, ENTERTAINMENT, ENTERTAINMENT, ENTERTAINMENT, LTD. LTD. LTD. LTD. June 28, 2006 June 28, 2006 June 16, 2009 ¥268 ¥237 ¥237 – – – – 126 62 52 52 Average market price of the stock at the time of exercise Fair value of the stock option at the date of grant June 28, 2006 ¥472 U.S. dollars (Note 1) Company name The Company The Company The Company Sammy Networks Sammy Networks SEGA TOYS Co., Ltd. Co., Ltd. CO., LTD. Date of the annual shareholders’ meeting June 24, 2005 June 20, 2006 June 20, 2006 June 22, 2005 Exercise price June 16, 2008 $45 $45 $18,269 $11,326 $3 Average market price of the stock at the time of exercise – – – – – – Fair value of the stock option at the date of grant – 5 5 – – 0 Company name Date of the annual shareholders’ meeting Exercise price 84 June 22, 2005 $37 TMS TMS TMS TMS ENTERTAINMENT, ENTERTAINMENT, ENTERTAINMENT, ENTERTAINMENT, LTD. LTD. LTD. LTD. June 28, 2006 June 28, 2006 June 28, 2006 June 16, 2009 $5 $2 $2 $2 Average market price of the stock at the time of exercise – – – – Fair value of the stock option at the date of grant 1 0 0 0 NOTE 14 Income Taxes (1) Significant components of deferred tax assets and liabilities: Thousands of U.S. dollars (Note 1) Millions of yen 2010 2009 2010 Deferred tax assets: Allowance for doubtful accounts ¥ 1,009 ¥ 6,558 $ 10,843 Loss on valuation of inventories 2,077 2,244 22,324 Provision for bonuses 1,480 1,260 15,910 Provision for retirement benefits 4,965 4,422 53,367 17,774 22,432 191,022 Loss on valuation of investment securities 4,250 9,408 45,680 Impairment loss 2,807 2,064 30,170 Others 11,561 18,308 124,252 Tax loss carry forward 51,517 48,687 553,658 Total 97,444 115,388 1,047,231 (89,776) (105,084) (964,821) 7,668 10,303 82,409 Depreciation expense Valuation allowance Net deferred tax assets Deferred tax liabilities: (631) (335) (6,783) Others (1,305) (1,318) (14,034) Total (1,937) (1,654) (20,817) Valuation difference on available-for-sale securities Recorded deferred tax assets ¥ 5,731 ¥ 8,649 $ 61,591 (2) B reakdown of major causes of the significant difference between the statutory tax rate and the effective tax rate for financial statement purposes, if any, by item, for the year ended March 31, 2010. (%) Statutory tax rate 40.7 (Adjustment) Amount of excluded income such as dividends income Deducted amount of inherited tax loss carry forward at merged companies Changes in valuation allowance (8.1) (13.9) 4.0 Other (1.9) Effective tax rate for financial statement purposes 20.8 The difference between the statutory tax rate and the effective tax rate for financial statement purposes is not listed because net loss before income taxes and minority interests was posted for the year ended March 31, 2009. SEGA SAMMY HOLDINGS ANNUAL REPORT 2010 85 DETERMINATION NOTE 15 Investment and Rental Property (Additional information) Effective from the fiscal year ended March 31, 2010, the Company adopted the “Accounting Standard for Disclosures about Fair Value of Investment and Rental Property” (ASBJ Statement No.20, issued on November 28, 2008) and the “Guidance on Accounting Standard for Disclosures about Fair Value of Investment and Rental Property” (ASBJ Guidance No.23, issued on November 28, 2008) for the years ending on or after March 31, 2010. This disclosure is omitted due to the immateriality of the total amount of the investment and rental property. NOTE 16 Segment Information A. Industry segment information Industry segment information for the year ended March 31, 2010 is as follows: Millions of yen Pachislot Pachinko Amusement Machine Sales Amusement Center Operations Consumer Business Others Total Corporate and eliminations Consolidated ¥160,376 ¥45,117 ¥54,788 ¥121,575 ¥2,821 ¥384,679 ¥ – ¥384,679 322 2,807 46 262 911 4,351 (4,351) – Total 160,698 47,925 54,835 121,838 3,732 389,030 (4,351) 384,679 Cost of sales and operating expenses 131,196 40,831 56,173 115,505 3,396 347,103 Operating income/ (loss) ¥ 29,502 ¥ 7,094 ¥ (1,338) ¥ 6,332 ¥ 336 ¥ 41,926 ¥ (5,213) ¥ 36,712 Total assets ¥108,353 ¥27,835 ¥37,909 ¥ 96,412 ¥3,982 ¥274,493 ¥148,668 ¥423,161 Depreciation and amortization ¥ 4,305 ¥ 1,288 ¥ 8,212 ¥ 3,173 ¥ 148 ¥ 17,129 ¥ 46 ¥ 17,175 Impairment loss ¥ 93 ¥ 15 ¥ 3,584 ¥ 137 ¥ 26 ¥ 3,857 ¥ – ¥ 3,857 Capital expenditures ¥ 3,297 ¥ 974 ¥ 7,796 ¥ 3,952 ¥ 189 ¥ 16,210 ¥ (46) ¥ 16,164 Pachislot Pachinko Amusement Machine Sales Amusement Center Operations Consumer Business Others Total Corporate and eliminations Consolidated $1,723,552 $484,875 $588,808 $1,306,561 $30,318 $4,134,116 $ – $4,134,116 3,463 30,176 499 2,824 9,796 46,760 (46,760) — Total 1,727,015 515,051 589,307 1,309,386 40,115 4,180,876 (46,760) 4,134,116 Cost of sales and operating expenses 1,409,956 438,808 603,692 1,241,332 36,504 3,730,294 9,271 3,739,565 Operating income/ (loss) $ 317,059 $ 76,242 $ (14,384) $ 68,053 $ 3,611 $ 450,582 $ (56,031) $ 394,550 Total assets $1,164,467 $299,145 $407,405 $1,036,131 $42,801 $2,949,951 $1,597,728 $4,547,680 Depreciation and amortization $ 46,275 $ 13,849 $ 88,262 $ 34,103 $ 1,596 $ 184,087 $ 496 $ 184,584 Impairment loss $ 1,005 $ 169 $ 38,522 $ 1,475 $ 283 $ 41,456 $ – $ 41,456 Capital expenditures $ 35,437 $ 10,474 $ 83,790 $ 42,476 $ 2,033 $ 174,211 $ (495) $ 173,716 Net sales; (1) Outside customers (2) Inter-segment 862 347,966 Thousands of U.S. dollars (Note 1) Net sales; (1) Outside customers (2) Inter-segment 86 Notes: 1.The Company has five operating segments based on its management control structure and the nature of products and markets. 2. Main products and line of business by segment: (1) Pachislot Pachinko Development, manufacture and sale of pachinko and pachislot machines and design parlors (2) Amusement Machine Sales Development, manufacture and sale of game machines used in amusement arcades (3) Amusement Center Operations Development, operation, rent and maintenance of amusement centers (4) Consumer Business Development and sale of home video game software, development, manufacture, and sale of toys, planning and production of entertainment contents for cellular phones, etc, planning, production and sale of animated movies (5) Others Information provider services, etc. 3.General corporate expenses of ¥4,965 million ($53,362 thousand), which mainly consist of expenses incurred by the Company’s administrative department, are included in ”Corporate and eliminations.” 4.Corporate assets of ¥149,052 million ($1,601,855 thousand), which mainly consist of cash and cash equivalents of SEGA CORPORATION and Sammy Corporation and the Company’s assets, are included in ”Corporate and eliminations.” 5. (Change of accounting policy) Content production expenses related to game software and amusement machines conducted primarily by the consolidated subsidiary, SEGA CORPORATION, have previously been accounted for as cost of sales at the time that such expenses are incurred (when production work is outsourced, these expenses are first posted as advance payments, and later treated as cost of sales at the time that production work is inspected). However, from the fiscal year ended March 31, 2010, goods recognized as products for commercialization are posted under inventories and non-current assets, with opting to treat the amount of such expenses for the inventories equivalent to the actual sales volume recorded as of the fiscal year end among projected sales volume as cost of sales, and treat the amount of such expenses for the non-current assets equivalent to the depreciation calculated based on their respective useful lives as cost of sales. The rationale for this change is to redeploy a framework capable of properly evaluating the certainty of realizing earnings by clarifying decision-making processes at the development stages of each project in line with efforts to review and enhance the development structure. This change will enable the appropriate disclosure of income for a given fiscal period by directly matching content production expenses, which have tended to grow sharply in recent years, with commensurate earnings. As a consequence of this change, cost and expenses decreased by ¥1,643 million ($17,662 thousand), in Amusement machine sales, ¥174 million ($1,880 thousand), in Amusement center operations, ¥3,980 million ($42,782 thousand), in Consumer business, also each operating income increased in Amusement machine sales, and Consumer business by the same amount respectively, and operating loss decreased in Amusement center operations by the same amount. Industry segment information for the year ended March 31, 2009 is as follows: Millions of yen Pachislot Pachinko Amusement Machine Sales Amusement Center Operations Consumer Business Others Total Corporate and eliminations Consolidated ¥161,691 ¥61,926 ¥71,310 ¥131,361 ¥2,904 ¥429,194 ¥ – ¥429,194 799 3,504 19 303 1,055 5,681 (5,681) – Total 162,490 65,430 71,330 131,664 3,959 434,876 (5,681) 429,194 Cost of sales and operating expenses 147,962 58,540 78,851 132,606 3,605 421,565 (734) 420,830 Operating income/ (loss) ¥ 14,528 ¥ 6,890 ¥ (7,520) ¥ (941) ¥ 353 ¥ 13,311 ¥ (4,947) ¥ 8,363 Total assets ¥133,900 ¥25,896 ¥51,319 ¥ 88,885 ¥3,893 ¥303,894 ¥120,044 ¥423,938 Depreciation and amortization ¥ 5,301 ¥ 2,081 ¥15,908 ¥ 3,475 ¥ 178 ¥ 26,946 ¥ (301) ¥ 26,644 Impairment loss ¥ 286 ¥ 80 ¥ 5,221 ¥ 877 ¥ – ¥ 6,465 ¥ – ¥ 6,465 Capital expenditures ¥ 4,516 ¥ 1,099 ¥14,893 ¥ 4,823 ¥ 97 ¥ 25,431 ¥ 1,179 ¥ 26,610 Net sales; (1) Outside customers (2) Inter-segment Notes: 1.The Company has five operating segments based on its management control structure, and the nature of products and markets. 2. Main products and line of business by segment: (1) Pachislot Pachinko Development, manufacture and sale of pachinko and pachislot machines, pachinko and pachislot machines’ peripherals and design of parlors (2) Amusement Machine Sales Development, manufacture and sale of game machines used in amusement arcades (3) Amusement Center Operations Development, operation, rent and maintenance of amusement centers (4) Consumer Business Development and sale of home video game software, development, manufacture, and sale of toys, planning and production of entertainment contents for cellular phones, etc, planning, production and sale of animated movies (5) Others Information provider services, etc. 3.General corporate expenses of ¥4,748 million, which mainly consist of expenses incurred by the Company’s administrative department, are included in ”Corporate and eliminations.” 4.Corporate assets of ¥119,364 million, which mainly consist of cash and cash equivalents of SEGA CORPORATION and Sammy Corporation and the Company’s assets, are included in ”Corporate and eliminations.” SEGA SAMMY HOLDINGS ANNUAL REPORT 2010 87 DETERMINATION B. Geographical segment information Geographical segment information for the year ended March 31, 2010 is as follows: Millions of yen Japan North America Europe Others Total Corporate and eliminations ¥322,012 ¥27,079 ¥31,985 ¥3,602 ¥384,679 ¥ – 18,741 3,188 1,615 1,106 24,651 (24,651) – 340,754 30,268 33,600 4,708 409,331 (24,651) 384,679 Consolidated ¥384,679 I. Net sales – (1) Outside customers (2) Inter segment Total Cost of sales and operating expenses 305,140 30,236 31,996 4,546 371,921 (23,954) 347,966 Operating income ¥ 35,614 ¥ 31 ¥ 1,603 ¥ 161 ¥ 37,410 ¥ (697) ¥ 36,712 II. Total Assets ¥270,584 ¥21,026 ¥18,242 ¥1,323 ¥311,176 ¥111,985 ¥423,161 Consolidated $4,134,116 Thousands of U.S. dollars (Note 1) Japan North America Europe Others Total Corporate and eliminations $3,460,639 $291,024 $343,740 $38,710 $4,134,116 $ – I. Net sales – (1) Outside customers (2) Inter segment Total 201,418 34,264 17,356 11,891 264,931 (264,931) – 3,662,058 325,289 361,097 50,602 4,399,047 (264,931) 4,134,116 Cost of sales and operating expenses 3,279,317 324,953 343,867 48,865 3,997,003 (257,437) 3,739,565 Operating income $ 382,740 $ 335 $ 17,230 $ 1,737 $ 402,044 $ (7,493) $ 394,550 II. Total Assets $2,907,945 $225,967 $196,047 $14,221 $3,344,181 $1,203,498 $4,547,680 Notes: 1. Segmentation of countries and regions is based on geographical proximity. 2. Major countries and regions are as follows. (1) North America ... United States. (2) Europe ... United Kingdom, France, Germany, etc. (3) Other ... Australia, China, Taiwan, etc. 3. General corporate expenses of ¥4,965 million ($53,362 thousand), which mainly consist of expenses incurred by the Company’s administrative department, are included in ”Corporate and eliminations.” 4.Corporate assets of ¥149,052 million ($1,601,855 thousand), which mainly consist of cash and cash equivalents of SEGA CORPORATION and Sammy Corporation and the Company’s assets, are included in ”Corporate and eliminations.” Geographical segment information for the year ended March 31, 2009 is as follows: Millions of yen Japan North America Europe Others Total Corporate and eliminations Consolidated ¥357,236 ¥35,315 ¥32,857 ¥3,784 ¥429,194 ¥ – ¥429,194 20,615 3,965 3,366 838 28,785 (28,785) – 377,851 39,281 36,223 4,623 457,979 (28,785) 429,194 I. Net sales – (1) Outside customers (2) Inter segment Total Cost of sales and operating expenses 369,493 38,897 34,902 4,503 447,797 (26,966) 420,830 Operating income ¥ 8,358 ¥ 383 ¥ 1,321 ¥ 119 ¥ 10,182 ¥ (1,818) ¥ 8,363 II. Total Assets ¥312,909 ¥21,409 ¥14,717 ¥1,511 ¥350,548 ¥ 73,389 ¥423,938 Notes: 1. Segmentation of countries and regions is based on geographical proximity. 2. Major countries and regions are as follows. (1) North America ... United States. (2) Europe … United Kingdom, France, Germany, etc. (3) Other … Australia, China, Taiwan, etc 3. General corporate expenses of ¥4,748 million, which mainly consist of expenses incurred by the Company’s administrative department, are included in ”Corporate and elimination.” 4.Corporate assets of ¥119,364 million, which mainly consist of cash and cash equivalents of SEGA CORPORATION and Sammy Corporation and the Company’s assets, are included in ”Corporate and eliminations.” 88 C. Overseas sales Overseas sales for the year ended March 31, 2010 are as follows: Millions of yen Total overseas sales North America Europe Other Total ¥35,810 ¥34,165 ¥9,815 ¥ 79,790 9.3% 8.9% 2.5% North America Europe Other Total $384,847 $367,172 $105,484 $ 857,504 Consolidated net sales Percentage of overseas sales to consolidated net sales ¥384,679 20.7% Thousands of U.S. dollars (Note 1) Total overseas sales Consolidated net sales Percentage of overseas sales to consolidated net sales $4,134,116 9.3% 8.9% 2.5% 20.7% Notes: 1. Segmentation of countries and regions is based on geographical proximity. 2. Major countries and regions are as follows. (1) North America ... United States. (2) Europe ... United Kingdom, Italy, France, Germany, etc. (3) Other ... China, Korea, Taiwan, etc. 3. Overseas sales represent sales of the Company and its consolidated subsidiaries to countries and regions outside Japan. Overseas sales for the year ended March 31, 2009 are as follows: Millions of yen Total overseas sales North America Europe Other Total ¥46,294 ¥35,113 ¥11,598 ¥ 93,007 Consolidated net sales Percentage of overseas sales to consolidated net sales ¥429,194 10.8% 8.2% 2.7% 21.7% Notes: 1. Segmentation of countries and regions is based on geographical proximity. 2. Major countries and regions are as follows. (1) North America ... United States. (2) Europe ... United Kingdom, Italy, France, Germany, etc. (3) Other ... China, Korea, Taiwan, etc. 3. Overseas sales represent sales of the Company and its consolidated subsidiaries to countries and regions outside Japan. SEGA SAMMY HOLDINGS ANNUAL REPORT 2010 89 DETERMINATION NOTE 17 Related Party Transactions Information on related party transactions for the years ended March 31, 2010 and 2009 and the related amounts as of those dates is summarized as follows. Material transactions of the Company with related individuals or companies for the year ended March 31, 2010 are as follows: Millions of yen Transactions Name of related individual and company End of period account balance Position and principal business Description of the Company’s transaction 2010 Account Hajime Satomi Chairman of the Board and Chief Executive Officer Lease of business jet ¥240 – FSC Co., Ltd. Non-life insurance agent Payment of insurance Payment of outsourcing fee 7 10 2010 ¥– Prepaid expense 3 – – Thousands of U.S. dollars (Note 1) Transactions Name of related individual and company Position and principal business Description of the Company’s transaction Hajime Satomi Chairman of the Board and Chief Executive Officer Lease of business jet FSC Co., Ltd. Non-life insurance agent Payment of insurance Payment of outsourcing fee End of period account balance 2010 $2,579 85 113 2010 Account – $ – Prepaid expense 39 – – Notes: 1. Hajime Satomi, Chairman of the Board and Chief Executive Officer, holds 53% shares directly in FSC Co., Ltd. 2. The terms and conditions of the above transactions are on an arm’s length basis. The above amounts exclude consumption taxes, but consumption taxes are included in the end of period account balance. Material transactions of the Company’s consolidated subsidiaries with related individuals or companies for the year ended March 31, 2010 are as follows: Millions of yen Transactions Name of related individual and company Position and principal business Description of the Company’s transaction FSC Co., Ltd. Non-life insurance agent Payment of insurance End of period account balance 2010 ¥34 2010 Account Prepaid expense ¥16 Long-term prepaid expense 2 Settle up insurance 3 – – Payment of welfare expenses 2 – – Thousands of U.S. dollars (Note 1) Transactions End of period account balance Name of related individual and company Position and principal business Description of the Company’s transaction 2010 Account 2010 FSC Co., Ltd. Non-life insurance agent Payment of insurance $366 Prepaid expense $175 Long-term prepaid expense Settle up insurance 32 – – Payment of welfare expenses 21 – – Notes: 1. Hajime Satomi, Chairman of the Board and Chief Executive Officer, holds 53% shares directly in FSC Co., Ltd. 2. The terms and conditions of the above transactions are on an arm’s length basis. The above amounts exclude consumption taxes, but consumption taxes are included in the end of period account balance. 90 24 Material transactions of the Company with related individuals or companies for the year ended March 31, 2009 are as follows: Millions of yen Transactions Name of related individual and company Position and principal business Description of the Company’s transaction Hajime Satomi Chairman of the Board and Chief Executive Officer Lease of business jet FSC Co., Ltd. Non-life insurance agent Payment of insurance Payment of outsourcing fee End of period account balance 2009 ¥240 9 10 2009 Account – ¥– Prepaid expense 3 – – Notes: 1. Hajime Satomi, Chairman of the Board and Chief Executive Officer, holds 53% shares directly in FSC Co., Ltd. 2. The terms and conditions of the above transactions are on an arm’s length basis. The above amounts exclude consumption taxes, but consumption taxes are included in the end of period account balance. Material transactions of the Company’s consolidated subsidiaries with related individuals or companies for the year ended March 31, 2009 are as follows: Millions of yen Transactions Name of related individual and company Hajime Satomi FSC Co., Ltd. End of period account balance 2009 2009 Position and principal business Description of the Company’s transaction Chairman of the Board and Chief Executive Officer Provision of loan ¥2,500 – ¥ – Collection of loan 2,500 – – Receipt of interest 31 – Payment of insurance 35 Prepaid expense Non-life insurance agent Payment of welfare expenses 2 Account – 23 Long-term prepaid expense 4 – – Notes: 1. Hajime Satomi, Chairman of the Board and Chief Executive Officer, holds 53% shares directly in FSC Co., Ltd. 2. The terms and conditions of the above transactions are on an arm’s length basis. The above amounts exclude consumption taxes, but consumption taxes are included in the end of period account balance. (Additional information) ASBJ Statement No.11, “Accounting Standard for Related Party Disclosures” and ASBJ Guidance No.13, “Guidance on Accounting Standard for Related Party Disclosures” issued by the Accounting Standards Board of Japan on October 17, 2006, require certain additional related party disclosures effective for years beginning on or after April 1, 2008. Pursuant to the new accounting standards, information on material transactions of the Company’s consolidated subsidiaries with related individuals or companies is disclosed for the year ended March 31, 2009. NOTE 18 Per Share Data Net income per share is computed by dividing income available to common stockholders by the weighted-average number of common stock outstanding during the period. Diluted net income per share is similar to net income per share except that the weighted-average number of common stock outstanding is increased by the number of additional common stock that would have been outstanding if the potential common stock had been issued. Per share data is as follows; Yen U.S. dollars (Note 1) 2010 2009 2010 ¥937.80 ¥882.47 $10.07 Per share data Net assets per share Net income (loss) per share Net income per share (diluted) 80.46 – (90.83) – 0.86 – Diluted net income per share is not disclosed, because there are no residual securities that do not dilute the Company’s net income per share for the year ended March 31, 2010. Also, diluted net income per share is not disclosed, because net loss is recorded, and there are no residual securities that do not dilute the Company’s net income per share for the year ended March 31, 2009. SEGA SAMMY HOLDINGS ANNUAL REPORT 2010 91 DETERMINATION NOTE 19 Supplemental Schedule of Corporate Bonds and Borrowings Supplemental schedule of corporate bonds Balance as of March 31, 2010 (Millions of yen) Balance as of March 31, 2010 (Thousands of U.S. dollars (Note 1)) ¥ 10,000 (10,000) 13,125 (3,750) 10,000 (1,670) 10,000 $ 107,469 (107,469) 141,053 (40,300) 107,469 (17,947) 107,469 Name of bond Issuance date Sammy Corporation 1st unsecured bonds June 26, 2003 3rd unsecured bonds August 27, 2008 15,000 4th unsecured bonds September 25, 2008 10,000 8th unsecured bonds December 28, 2007 10,000 9th unsecured bonds December 28, 2007 2,000 2,000 10th unsecured bonds March 25, 2008 3,000 11th unsecured bonds September 30, 2008 4,500 12th unsecured bonds June 30, 2009 – 4th unsecured bonds March 31, 2008 469 5th unsecured bonds September 25, 2008 500 6th unsecured bonds September 30, 2008 450 7th unsecured bonds June 30, 2009 – 8th unsecured bonds March 31, 2010 – 1st unsecured bonds November 25, 2003 140 2nd unsecured bonds November 25, 2003 70 – – SEGA CORPORATION SEGA TOYS, CO., LTD. OASIS PARK Co., Ltd. Total Notes: Balance as of March 31, 2009 (Millions of yen) Company ¥10,000 ¥56,129 Type Date of maturity 0.41 Unsecured June 25, 2010 Note 2 Unsecured August 27, 2013 Note 3 Unsecured September 25, 2013 1.22 Unsecured December 28, 2012 21,493 1.34 Unsecured December 28, 2012 3,000 32,240 1.30 Unsecured March 25, 2013 3,500 (1,000) 8,350 (3,300) 238 (238) 437 (125) 393 (112) 417 (165) 500 (100) 140 (140) – 37,614 (10,746) 89,736 (35,464) 2,557 (2,557) 4,701 (1,343) 4,231 (1,209) 4,486 (1,773) 5,373 (1,074) 1,504 (1,504) – 1.21 Unsecured September 30, 2013 Note 4 Unsecured June 30, 2012 0.92 Unsecured March 31, 2011 0.62 Note 5 1.36 Unsecured September 25, 2013 Unsecured September 30, 2013 0.83 Unsecured June 29, 2012 0.74 Unsecured March 31, 2015 1.47 Unsecured November 25, 2010 1.30 Unsecured November 25, 2009 ¥ 62,101 ¥ (20,600) $ 667,401 $ (221,391) – – 1. The figures in parentheses of the “Balance as of March 31, 2010” represent the current portion of corporate bonds. 2. The interest on Sammy Corporation’s third debenture is a variable rate that uses six-month Japanese yen TIBOR. 3. The interest on Sammy Corporation’s fourth debenture is a variable rate six-month Japanese yen TIBOR added with its 0.10%. 4. The interest on SEGA CORPORATION’s twelfth debenture is a variable rate that uses six-month Japanese yen TIBOR. 5.The interest on SEGA TOYS CO., LTD.’s fifth debenture is a variable rate that is 1.00% less than the standard interest set for each interest-bearing period. The interest rate listed above is the rate as of March 31, 2010. 6. Total amount of scheduled redemption for each fiscal year within five years after March 31, 2010 is as follows: Millions of yen Due within 1 year Due after 1 year but within 2 years Due after 2 years but within 3 years Due after 3 years but within 4 years Due after 4 years but within 5 years ¥20,600 ¥11,892 ¥25,265 ¥4,243 ¥100 Due within 1 year Due after 1 year but within 2 years Due after 2 years but within 3 years Due after 3 years but within 4 years Due after 4 years but within 5 years $221,391 $127,807 $271,520 $45,607 $1,074 Thousands of U.S. dollars (Note 1) 92 Interest rate (%) – Supplemental schedule of borrowings Balance as of March 31, 2009 (Millions of yen) Balance as of March 31, 2010 (Millions of yen) Balance as of March 31, 2010 (Thousands of U.S. dollars (Note 1)) Average interest rate (%) ¥ 4,460 ¥ 1,995 $ 21,440 1.3 – 1,006 1,494 16,061 1.6 – 299 351 3,777 Note 2 Long-term borrowings (Excluding current portion) 6,740 6,173 66,346 1.8 2011-2015 Lease obligations (Excluding current portion) 1,522 1,325 14,250 Note 2 2011-2028 Accounts payable-facilities 138 1,111 11,943 – – Accounts payable-facilities (Excluding current portion) 178 1,262 13,564 – 2011-2013 ¥14,348 ¥13,714 $147,383 – – Category Short-term borrowings Current portion of long-term borrowings due within one year Current portion of lease obligations Repayment terms – Other interest-bearing debt Total Notes: 1. The “Average interest rate” represents weighted average interest rate over the year-end balance of loans. 2. T he average interest rate on lease obligation is not listed because lease obligation is posted in the consolidated balance sheets mainly as the amount before deduction of the amount of interest included in the total lease amount. 3. The redemption schedule of long-term loans payable, lease obligation and interest-bearing debt (excluding current portion) after March 31, 2010 is summarized as follows: Millions of yen Category Long-term borrowings Lease obligations Other interest-bearing debt accounts payable-facilities Due after 1 year but within 2 years Due after 2 years but within 3 years Due after 3 years but within 4 years Due after 4 years but within 5 years Due after 5 years ¥2,957 ¥3,183 ¥ 13 ¥13 ¥ 6 291 223 125 55 629 ¥ 670 ¥ 592 ¥ – ¥ – ¥ – Due after 1 year but within 2 years Due after 2 years but within 3 years Due after 3 years but within 4 years Due after 4 years but within 5 years Due after 5 years $31,781 $34,208 $ 143 $146 $ 67 3,134 2,401 1,352 599 6,761 $ 7,200 $ 6,364 $ – $ – $ – Thousands of U.S. dollars (Note 1) Category Long-term borrowings Lease obligations Other interest-bearing debt accounts payable-facilities SEGA SAMMY HOLDINGS ANNUAL REPORT 2010 93 DETERMINATION Independent Auditors’ Report To the Shareholders and Board of Directors of SEGA SAMMY HOLDINGS INC.: We have audited the accompanying consolidated balance sheets of SEGA SAMMY HOLDINGS INC. and consolidated subsidiaries as of March 31, 2010 and 2009, the related consolidated statements of operations, changes in net assets and cash flows for each of the two years in the period ended March 31, 2010, expressed in Japanese yen. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to independently express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in Japan. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of SEGA SAMMY HOLDINGS INC. and consolidated subsidiaries as of March 31, 2010 and 2009, and the consolidated results of their operations and their cash flows for each of the two years in the period ended March 31, 2010, in conformity with accounting principles generally accepted in Japan. Without qualifying our opinion, we draw attention to the following: As discussed in Note 3 to the consolidated financial statements, effective April 1, 2009, a change was made in the accounting principles for content production expenses related to game software and amusement machines. The U.S. dollar amounts in the accompanying consolidated financial statements with respect to the year ended March 31, 2010 are presented solely for convenience. Our audit also included the translation of yen amounts into U.S. dollar amounts and, in our opinion, such translation has been made on the basis described in Note 1 to the consolidated financial statements. (KPMG AZSA & Co.) Tokyo, Japan June 24, 2010 94 www.segasammy.com SEGA SAMMY HOLDINGS || DETERMINATION || Annual Report 2010 Shiodome Sumitomo Building, 1-9-2 Higashi Shimbashi, Minato-ku, Tokyo 105-0021, Japan www.segasammy.com Printed in Japan